Offer for Cobra Bio-manufacturing Plc

 

TIDMCBF 
 
RNS Number : 2144E 
Cobra Bio-Manufacturing PLC 
16 December 2009 
 

Recipharm AB 
 
 
16 December 2009 
 
FOR IMMEDIATE RELEASE 
 
 
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN 
PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF 
SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A 
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. 
 
 
MANDATORY CASH OFFER UNDER RULE 9 OF THE CITY CODE TO ACQUIRE ORDINARY SHARES IN 
COBRA BIOMANUFACTURING PLC TO BE MADE BY ACORN CORPORATE FINANCE LIMITED ON 
BEHALF OF RECIPHARM AB. 
 
 
1.  Introduction 
 
 
Recipharm AB ("Recipharm") has today notified Cobra Biomanufacturing plc 
("Cobra") that it has purchased Cobra Shares such that it now holds 19,450,000 
Cobra Shares representing approximately 43.87 per cent. of the issued share 
capital of Cobra; having today acquired them for GBP437,625 (2.25 pence per 
share). 
 
 
In addition, Recipharm has today acquired GBP180,000 Convertible Loan Notes for 
GBP405,000 from Sultan Scientific Limited. The Convertible Loan Notes carry 
conversion rights into 18,000,000 Ordinary Shares. Therefore the equivalent 
price per Ordinary Share being paid for the Convertible Loan Notes is 2.25 
pence, as required by the Code. 
 
 
If the Convertible Loan Notes were to be converted they would take Recipharm's 
shareholding in Cobra to 37,450,000 Ordinary Shares; which would represent 
approximately 60.07 per cent. of the enlarged issued share capital of Cobra. 
 
 
As required under Rule 9 of the City Code, Acorn Corporate Finance Limited on 
behalf of Recipharm will be making a mandatory offer for the Cobra Shares not 
already held by Recipharm at a price of 2.25 pence per Cobra Share in cash, 
being the highest price paid by it for any Cobra Shares. 
 
The definitions used in this announcement are contained in Appendix II to this 
announcement. 
 
 
2.   The Offer 
 
 
The Offer will be made on the terms set out below and in Appendix I of this 
announcement and will be further subject to the terms to be set out in the Offer 
Document, setting out full details of the Offer, and in the related Form of 
Acceptance, both of which will be published and posted to Cobra Shareholders (or 
made available electronically in accordance with the City Code) as soon as 
practicable, and in any event within 28 days of the date of this announcement. 
 
 
The Offer will not be made directly or indirectly in or into the United States, 
Canada, Australia, Japan or the Republic of South Africa. Accordingly, copies of 
this announcement are not being, and must not be, mailed or otherwise 
distributed or sent in or into or from the United States, Canada, Australia, 
Japan or the Republic of South Africa. The availability of the Offer to persons 
outside the United Kingdom may be affected by the laws of other jurisdictions. 
Such persons should inform themselves about and observe any applicable 
requirements of those jurisdictions. This announcement does not constitute, or 
form part of, an offer or an invitation to purchase or sell Cobra Shares or any 
other securities. 
 
 
There are no inducement fees or similar arrangements between Recipharm and 
Cobra. 
 
 
The Offer will be made on the following basis: 
 
for each Cobra Share  2.25 pence in cash 
 
 
The Offer will extend to all existing issued Cobra Shares (other than the Cobra 
Shares which are held by Recipharm and any further Cobra Shares which are 
unconditionally allotted or issued and fully paid before the Offer closes 
(including pursuant to the exercise of any outstanding options over Cobra 
Shares). 
 
 
The Offer will initially remain open for acceptance, subject to the provisions 
of Appendix I of this announcement and the terms of the Offer Document, until 
1.00 pm on the 21st day after the date of publication of the Offer Document or 
(if that day is a Saturday, Sunday or a public holiday) on the next succeeding 
Business Day, or such later times(s) and/or date(s) as Recipharm may, subject to 
the Code and with the consent of the Panel, decide. 
 
 
The Offer will be conditional only upon the Acceptance Condition. 
 
 
The Offer values the total current issued share capital of Cobra at 
approximately GBP997,631. 
 
 
Recipharm may acquire further Cobra Shares before the Offer closes at a price 
which is at or less than the Offer Price. 
 
3.   Background to and reasons for the Offer 
 
 
Recipharm is making the Offer, as a result of the acquisition of  19,450,000 
Cobra Shares made today, as required by Rule 9 of the City Code. 
 
 
Recipharm offers a wide range of integrated solutions incorporating advanced 
technological expertise and capacity for pharmaceutical development and 
manufacturing to a wide customer base. In recent years it has added to this 
technology and manufacturing capability by various acquisitions. 
 
 
In making acquisitions it seeks companies which: 
 
 
  *  give it access to an attractive geographical market; 
  *  provide valuable long term client relationships; and 
  *  bring access to new technology with good market potential. 
 
 
 
In addition for the next few years a main focus for Recipharm will be in 
expanding its services in bio process development and the manufacture of 
therapeutic proteins. 
 
 
The Recipharm Board believes that the acquisition of Cobra, is in line with 
Recipharm's acquisition criteria and will assist it in meeting its expansion 
objective. 
 
 
4.    Information on Cobra 
 
 
Cobra founded in 1992, is an international provider of bio-manufacturing 
services to the global bio-manufacturing market. Cobra operates from two UK 
based manufacturing facilities one located in Keele, Staffordshire and the other 
in Cowley, Oxfordshire with its head office also located in Keele Staffordshire. 
The company was listed on the AIM in 2002 and employs around 80 people. It 
offers contract biological development and manufacturing services to a number of 
companies including large pharmaceutical companies. 
 
 
In the financial year to 30 September 2008 Cobra's revenue was GBP7,009,000 and 
Cobra made a loss before tax of GBP3,382,000. As at 30 September 2008 Cobra had 
net assets of GBP4,038,000. The interim report to 31 March 2009, showed revenue 
of GBP4,383,000, a loss before tax of GBP861,000 and net assets of GBP3,212,000. 
 
 
Further information on Cobra, including a copy of this announcement, can be 
found on the company's website www.cobrabio.com. 
 
 
 
 
5.     Information on Recipharm 
Recipharm is one of Europe's leading contract development and manufacturing 
organisations. Headquartered near Stockholm it operates manufacturing facilities 
in Sweden, France, the UK and Switzerland.   These supply over six hundred 
different products in a variety of dosage forms to demanding pharmaceutical 
companies worldwide, including the USA. In addition to traditional 
pharmaceutical compounds its also develops, manufactures and supplies 
recombinant proteins and monoclonal antibodies for use in clinical trials and 
regulatory approvals. 
 
 Recipharm employs around 1400 people and is 
privately owned by its Chairman Lars Backsell and Chief Executive Officer Thomas 
Eldered. 
 
 In the year financial year to 31 December 2008 Recipharm had a 
turnover of SEK 1,422 million, profit before tax of SEK 66 million and net 
assets of SEK 455 million 
Further information on Recipharm, including its financial reports, can be found 
on the company's website www.recipharm.com. 
6 Cancellation of trading on AIM and Re-registration 
 
 
Following the Offer becoming or being declared unconditional in all respects and 
subject to any applicable requirements of the AIM Rules, Recipharm intends to 
procure the making of an application by Cobra for cancellation of the trading in 
the Ordinary Shares on AIM. It is anticipated that such cancellation will take 
effect no earlier than 20 Business Days after the Offer is declared 
unconditional in all respects. 
 
 
Cancellation of the trading in Cobra Shares on AIM would significantly reduce 
the liquidity and marketability of any Cobra Shares not acquired by Recipharm. 
 
 
It is also proposed that, following the Offer being declared unconditional in 
all respects, and the cancellation of trading of the Cobra Shares on AIM, 
Recipharm will seek to procure the re-registration of Cobra as a private company 
under the relevant provisions of the Companies Act 2006. 
 
 
7.    Management and Employees 
 
 
Recipharm does not initially intend to make any changes to the management and 
workforce of Cobra. However, it is its intention, following cancellation of 
trading of the Cobra Shares on AIM, to request that the non-executive directors 
of Cobra resign. 
 
 
8.     Financing of the Offer 
 
 
It is estimated that full acceptance of the Offer would require payment by 
Recipharm, under the terms of the Offer, of an amount of approximately 
GBP560,006 in cash, which will be satisfied from Recipharm's existing cash 
resources. Acorn Corporate Finance Limited, Bollin House, Riverside Park, 
Wilmslow, SK9 1DP is satisfied that the necessary financial resources are 
available to Recipharm to enable it to satisfy in full the consideration payable 
by Recipharm under the terms of the Offer. 
 
 
9.    Further terms of the Offer 
 
 
Further terms of the Offer are set out in Appendix I of this announcement and 
the detailed terms of the Offer will be set out in the Offer Document. 
 
 
10.     Disclosure of interests in Cobra 
 
 
The interest of Recipharm in relevant securities of Cobra are as follows: 
 
 
Ordinary Shares 19,450,000. 
 
 
Convertible Loan Notes GBP180,000. These have the right to be converted into 
18,000,000 Ordinary Shares. 
 
 
11.     Further details 
 
 
The Offer Document, setting out full details of the Offer, and the related Form 
of Acceptance will be published as soon as practicable, and in any event within 
28 days of the date of this announcement. 
 
 
The Offer will not be made directly or indirectly in or into the United States, 
Canada, Australia, Japan or the Republic of South Africa. Accordingly, copies of 
this announcement are not being, and must not be, mailed or otherwise 
distributed or sent in or into or from the United States, Canada, Australia, 
Japan or the Republic of South Africa. The availability of the Offer to persons 
outside the United Kingdom may be affected by the laws of other jurisdictions. 
Such persons should inform themselves about and observe any applicable 
requirements of those jurisdictions. This announcement does not constitute, or 
form part of, an offer or an invitation to purchase or sell Cobra Shares or any 
other securities. 
 
 
This announcement does not constitute, or form part of, an offer or an 
invitation to purchase or sell Cobra Shares or any other securities. 
 
 
There are no agreements or arrangements to which Recipharm is a party which 
relate to the circumstances in which it may or may not invoke or seek to invoke 
a pre-condition or a condition to the Offer. 
 
 
There are no inducement fees or similar arrangements between Cobra and 
Recipharm. 
 
 
Recipharm has also acquired the beneficial interest in a GBP50,000 loan made by 
Mark Dixon to Cobra. In addition, and in accordance with the City Code, it is 
envisaged that Recipharm will loan monies on normal commercial terms to Cobra, 
in order for Cobra to meet its working capital requirements during the 
integration of the Recipharm and Cobra businesses. 
 
 
Acorn Corporate Finance Limited, which is authorised and regulated in the United 
Kingdom by the Financial Services Authority, is acting exclusively for Recipharm 
and for no-one else in connection with the Offer and will not be responsible to 
anyone other than Recipharm for providing the protections afforded to clients of 
Acorn Corporate Finance Limited nor for providing advice in relation to the 
Offer, the contents of this announcement or the Form of Acceptance. 
 
 
Seymour Pierce Limited, which is authorised and regulated in the United Kingdom 
by the Financial Services Authority and a member of the London Stock Exchange, 
is acting exclusively for Cobra and for no-one else in connection with the Offer 
and will not be responsible to anyone other than Cobra for providing the 
protections afforded to clients of Seymour Pierce Limited nor for providing 
advice in relation to the Offer, the contents of this announcement or the Form 
of Acceptance. 
 
 
Shareholders should be aware that as part of the process of the Offer addresses, 
electronic addresses and certain other information provided by Cobra 
shareholders, persons with information rights and other relevant persons for the 
receipt of communications from Cobra may be provided to Recipharm (or any other 
bona fide offeror) during the Offer Period as required by the Code 
 
 
12.      Dealing Disclosure Requirements 
 
 
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, 
"interested" (directly or indirectly) in 1 per cent. or more of any class of 
"relevant securities" of Cobra, all " dealings" in any "relevant securities" of 
Cobra (including by means of an option in respect of, or a derivative referenced 
to, any such "relevant securities") must be publicly disclosed by no later than 
3.30 pm (London time) on the London business day following the date of the 
relevant transaction. This requirement will continue until the date on which the 
Offer becomes unconditional as to acceptances, lapses or is otherwise withdrawn 
or on which the "offer period" otherwise ends. If two or more persons act 
together pursuant to an agreement or understanding, whether formal or informal, 
to acquire an "interest" in "relevant securities" of Cobra, they will be deemed 
to be a single person for the purpose of Rule 8.3. 
 
 
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant 
securities" of Cobra by Recipharm, must be disclosed by no later than 12.00 noon 
(London time) on the London business day following the date of the relevant 
transaction. 
 
 
A disclosure table, giving details of the companies in whose "relevant 
securities" "dealings" should be disclosed, and the number of such securities in 
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk. 
 
 
"Interests in securities" arise, in summary, when a person has long economic 
exposure, whether conditional or absolute, to changes in the price of 
securities. In particular, a person will be treated as having an "interest" by 
virtue of the ownership or control of securities, or by virtue of any option in 
respect of, or derivative referenced to, securities. 
 
 
Terms in quotation marks are defined in the City Code, which can also be found 
on the Panel's website. If you are in any doubt as to whether or not you are 
required to disclose a "dealing' under Rule 8, you should consult the Panel. 
 
 
Enquiries: 
 
 
+---------------------------------------------+----------------------------+ 
| COBRA BIOMANUFACTURING PLC                  | TEL: [phone]  | 
| Danny Chapchal, Chairman                    |                            | 
| Simon Saxby, Chief Executive                |                            | 
| Peter Coleman, CFO and Company Secretary    |                            | 
+---------------------------------------------+----------------------------+ 
|                                             |                            | 
+---------------------------------------------+----------------------------+ 
| RECIPHARM AB                                | TEL: [phone]     | 
+---------------------------------------------+----------------------------+ 
| Carl-Johan Spak, Vice President             |                            | 
|                                             |                            | 
+---------------------------------------------+----------------------------+ 
| Seymour Pierce LIMITED                      | TEL: [phone]  | 
| (Financial Adviser, Nominated Adviser and   |                            | 
| Broker to Cobra)                            |                            | 
| Chris Howard                                |                            | 
| Christopher Wren                            |                            | 
|                                             |                            | 
+---------------------------------------------+----------------------------+ 
| ACORN CAPITAL PARTNERS                      | teL: [phone]   | 
| (Financial Adviser to Recipharm)            |                            | 
+---------------------------------------------+----------------------------+ 
| Harry Dutson                                |                            | 
|                                             |                            | 
+---------------------------------------------+----------------------------+ 
| BUCHANAN COMMUNICATIONS                     | TEL: [phone]  | 
| Tim Anderson                                |                            | 
+---------------------------------------------+----------------------------+ 
|                                             |                            | 
+---------------------------------------------+----------------------------+ 
 
 
The Directors of Cobra accept responsibility for the information contained in 
this announcement relating to Cobra, the Cobra Directors and members of their 
immediate families, related trusts and persons connected with them. To the best 
of the knowledge and belief of the Directors of Cobra (who have taken all 
reasonable care to ensure that such is the case) the information contained in 
this announcement for which they are responsible is in accordance with the facts 
and does not omit anything likely to impact the import of this announcement. 
 
 
The Directors of Recipharm accept responsibility for the information contained 
in this announcement other than relating to Cobra, the Cobra Directors and 
members of their immediate families, related trusts and persons connected with 
them. To the best of the knowledge and belief of the Directors of Recipharm (who 
have taken all reasonable care to ensure that such is the case), the information 
contained in this announcement for which they are responsible is in accordance 
with the facts and does not omit anything likely to affect the import of such 
information. 
Appendix I 
 
Certain terms of the Offer 
 
 
The Offer will be conditional upon Recipharm having received valid acceptances 
(which are not, where permitted, withdrawn) in respect of Cobra Shares which, 
together with the Cobra Shares acquired or agreed to be acquired before or 
during the Offer, will result in Recipharm holding Cobra Shares carrying more 
than 50 per cent. of the voting rights then normally exercisable at general 
meetings of Cobra. 
 
 
The Offer will extend to all existing issued Cobra Shares, not held by 
Recipharm, and any further Cobra Shares which are unconditionally allotted or 
issued and fully paid before the Offer closes (including pursuant to the 
exercise of any outstanding options over Cobra Shares); 
 
 
The availability of the Offer to persons not resident in the United Kingdom may 
be affected by the laws of the relevant jurisdictions. Persons who are not 
resident in the United Kingdom should inform themselves about and observe any 
applicable requirements. 
 
 
The Cobra Shares which are the subject of the Offer will be acquired, fully 
paid, free from all liens, charges, encumbrances, rights of pre-emption and any 
other third party rights of any nature whatsoever and together with all rights 
now or hereafter attaching thereto, including the right to receive and retain in 
full all dividends and other distributions, if any, declared, made or paid after 
the date hereof. 
 
 
The Offer will comply with the provisions of the City Code and the AIM Rules. 
 
 
The Offer and any acceptances under it will be governed by English law and be 
subject to the jurisdiction of the courts of England. 
 
Appendix II 
 
Definitions 
 
 
The following definitions apply throughout this announcement, the Offer Document 
and in the Form of Acceptance unless the context otherwise requires: 
 
 
                                               "Australia"  the Commonwealth of 
Australia including 
            the island state of Tasmania; 
 
 
"Acceptance Condition"            the condition that Recipharm receive 
acceptances in respect of Cobra Shares which, together with Cobra Shares 
acquired before or during the Offer, will result in it holding Cobra Shares 
carrying more than 50 per cent. of the voting rights then normally exercisable 
at general meetings of Cobra; 
"AIM Rules" the AIM Rules for Companies published by the London Stock Exchange 
plc from time to time; 
"Business Day"      a day on which banks are generally open for business in 
London (excluding Saturdays, Sundays and public holidays); 
"Canada"                                   Canada, its provinces, territories 
and all areas subject to its jurisdiction and any political sub-division 
thereof; 
"City Code" or "Code"             the City Code on Takeovers and Mergers; 
"Cobra"     Cobra Biomanufacturing plc a company incorporated and registered in 
England and Wales under registered number 6182862; 
"Cobra Board"       the board of directors of Cobra; 
or "Cobra Directors" 
"Cobra Shareholders"      holders of Cobra Shares; 
"Cobra Shares"    the existing issued or unconditionally allotted and paid (or 
credited as fully paid) ordinary shares of 1 penny each in the capital of Cobra 
and any further shares which are unconditionally allotted or issued fully paid 
(or credited as fully paid) on or prior to the date on which the Offer closes 
(excluding, for the avoidance of doubt, treasury shares); 
"Convertible Loan Notes"      the GBP180,000 convertible loan notes issued by 
Cobra on 18th September 2009 carrying, inter alia, the right to convert into 
18,000,000 Ordinary Shares; 
"Form of Acceptance"      the form of acceptance, election and authority 
relating to the Offer which will accompany the Offer Document when issued; 
 "Japan"                                     Japan, its cities, prefectures, 
territories and possessions; 
"Offer"                                     the mandatory cash offer by Cobra 
with any of them on the terms to be set out in the Offer Document including, 
where the context requires, any subsequent revision, variation, extension or 
renewal of such offer; 
"Offer Document"                  the formal document to be sent to Cobra 
Shareholders setting out the full terms of the Offer; 
"Offer Price"                           2.25 pence per Cobra Share; 
"Ordinary Shares" Cobra Shares; 
"Panel"                                    the Panel on Takeovers and Mergers; 
"Recipharm"                              Recipharm AB; a private company 
incorporated and registered in Sweden whose registered office is at , Lagervägen 
7, SE-136 50 Haninge, Sweden; 
"Recipharm Board" the board of directors of Recipharm;or "Recipharm Directors" 
"Republic of South Africa" the Republic of South Africa; 
"SEK" Swedish Kronor, the lawful currency of Sweden; 
 "United Kingdom" or "UK" the United Kingdom of Great Britain and Northern 
Ireland; and 
"United States"                       the United States of America, its 
territories or possessions, any state of the United States of America, the 
District of Columbia and all other areas subject to its jurisdiction. 
 
 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
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