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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Genetix Grp | LSE:GTX | London | Ordinary Share | GB0001276863 |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 84.00 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMGTX RNS Number : 4271E Danaher Corporation 18 December 2009 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY RESTRICTED JURISDICTION (INCLUDING AUSTRALIA, CANADA AND JAPAN) OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION FOR IMMEDIATE RELEASE 18 December 2009 RECOMMENDED ALL CASH OFFER by LAUNCHCHANGE LIMITED a wholly-owned subsidiary of DANAHER CORPORATION for GENETIX GROUP PLC RULE 8 DISCLOSURE Further to its announcement in respect of the recommended cash offer ("Offer") for the entire issued and to be issued share capital of Genetix Group plc ("Genetix") earlier today, Launchchange Limited ("Launchchange") announces, as required by Rule 8.4(b)(ii) of the City Code, that the letter of intent signed by Schroder Investment Management Limited ("Schroder") to indicate Schroder's intention to accept the Offer (in respect of 3,675,724 Genetix Shares, representing approximately 5 per cent. of the current issue capital of Genetix) has been terminated (with the consent of Launchchange). Schroder's entire holding of Genetix Shares has subsequently between purchased by Launchchange, this purchase being the subject of a separate announcement pursuant to Rule 8.1 of the City Code. In aggregate, therefore, Launchchange has received irrevocable undertakings to accept the offer in respect of approximately 78% of the issued share capital of Genetix to which the offer relates. Separately, and as disclosed in a separate announcement pursuant to Rule 8.1 of the City Code, Launchchange has acquired shares in Genetix representing approximately 8% of the issued share capital of Genetix to which the offer relates. In total, therefore, Launchchange either owns or has received irrevocable undertakings to accept the offer in respect of approximately 85% of the issued share capital of Genetix to which the offer relates. Capitalised terms used but not defined in this announcement shall have the meaning given to them in the Offer Document. All references to time in this announcement are to London Time. +-----------------------------------+------------------------------------+ | Danaher: Investor & Media | Tel. +1 202 828 0850 | | Relations | | | Matt McGrew | | | | | +-----------------------------------+------------------------------------+ | UBS Investment Bank | Tel +44 207 567 8000 | | (Financial adviser to Danaher) | Tel +44 207 567 8000 | | Liam Beere | Tel +44 207 567 8000 | | Thomas Onions | | | Ewan Davis | | | | | +-----------------------------------+------------------------------------+ | Financial Dynamics | Tel. + 44 207 269 7205 | | (Genetix Investor & Media | Tel. + 44 207 269 7169 | | Relations) | | | Jonathan Birt | | | Susan Quigley | | | | | +-----------------------------------+------------------------------------+ | Piper Jaffray | Tel: + 44 203 142 8700 | | (Financial adviser to Genetix) | Tel: + 44 203 142 8700 | | Neil Mackison | | | Tom Rider | | +-----------------------------------+------------------------------------+ This announcement does not constitute or form part of any offer or invitation to sell or purchase any securities or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, pursuant to the Offer or otherwise. The Offer will be made solely by the Offer Documentation which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. Please carefully read the Offer Documentation in its entirety before making a decision with respect to the Offer. In accordance with, and to the extent permitted by, applicable law, the Code and normal UK market practice, Launchchange or its nominees or brokers (acting as agents) or their respective affiliates may make, from time to time, certain purchases of, or arrangements to purchase, Genetix Shares, other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance. These purchases or arrangements to purchase may occur either in the open market at prevailing prices or in private transactions at negotiated prices and shall comply with all applicable laws of the United Kingdom, including the Code and the rules of the London Stock Exchange, and all applicable United States securities laws. In addition, in accordance with, and to the extent permitted by, normal UK market practice, all applicable laws of the United Kingdom, including the Code and the rules of the London Stock Exchange, and all applicable United States securities laws, UBS or its affiliates or separately identifiable departments will continue to act as exempt principal traders in Genetix Shares on the London Stock Exchange and may make purchases of, or arrangements to purchase, Genetix Shares other than pursuant to the Offer and engage in other purchasing or trading activities involving Genetix Shares and various related derivative transactions in the normal course of their business. Any information about such purchases will be disclosed on a next Business Day basis to the Panel and will be available from any Regulatory Information Service including the Regulatory News Service on the London Stock Exchange website, www.londonstockexchange.com. To the extent that such information is made public in the United Kingdom, this information will also be publicly disclosed in the United States. UBS is acting exclusively for Danaher and no one else in connection with the Offer and will not be responsible to anyone other than Danaher for providing the protections afforded to clients of UBS or for providing advice in relation to the Offer, the contents of this announcement or any offer or arrangements referred to in this announcement or in the Offer Documentation. Piper Jaffray, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Genetix and no one else in connection with the Offer and will not be responsible to anyone other than Genetix for providing the protections afforded to the customers of Piper Jaffray or for providing advice in relation to the Offer, the contents of this announcement or any offer or arrangements referred to in this announcement or in the Offer Documentation. The Offer shall be made solely by Launchchange and neither UBS nor any of its affiliates are making the Offer. The Offer is for the securities of a corporation organised under the laws of England and Wales and is subject to the procedure and disclosure requirements of the United Kingdom, which are different from those of the United States. The Offer is being made in the United States pursuant to all applicable United States' securities laws and otherwise in accordance with the requirements of the Code. Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, the offer timetable, settlement procedures and timing of payments that are different from those applicable under United States domestic tender offer procedures and laws. The distribution of this document in jurisdictions other than the United Kingdom or the United States may be restricted by the laws of those jurisdictions and therefore persons into whose possession this document comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person. Unless otherwise determined by Launchchange, the Offer is not being, and will not be, made, directly or indirectly, in or into or by the use of the mails of, or by any other means (including, without limitation, electronic mail, facsimile transmission, telex, telephone, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facility of a national securities exchange of any Restricted Jurisdiction and will not be capable of acceptance by any such use, means or facility or from within any such Restricted Jurisdiction. Accordingly, unless otherwise determined by Launchchange, copies of this announcement and any documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send any such documents in or into or from any such Restricted Jurisdiction, as doing so may invalidate any purported acceptance of the Offer. Any person (including, without limitation, custodians, nominees and trustees) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this announcement and/or the Offer Documentation and/or any other related document to any jurisdiction outside the United Kingdom or the United States should inform themselves of, and observe, any applicable legal or regulatory requirements of any relevant jurisdiction. Neither the SEC nor any US state securities commission has approved or disapproved the Offer or passed upon the adequacy or completeness of this document or the Offer Documentation. Any representation to the contrary is unlawful in the United States. This announcement has been prepared for the purposes of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of England. Forward-looking Statements This announcement, including information included in this announcement, contains "forward?looking statements" concerning Danaher and the Danaher Group and Genetix and the Genetix Group and their respective plans, objectives and expected performance, the Offer, the expected timetable for completing the Offer, future financial and operating results, benefits and synergies of the Offer for the Danaher Group and the Genetix Group, future opportunities and any other statements about Danaher or Genetix managements' future expectations, beliefs, goals, plans or prospects. These forward-looking statements can be identified by the use of forward?looking terminology, including the terms "believes", "projects", "estimates", "anticipates", "expects", "intends", "plans", "goal", "target", "aim", "may", "will", "would", "could", "should" or "continue" or, in each case, their negative or other variations or comparable terminology. Any statements that are not statements of historical fact should also be considered to be forward-looking statements. Forward?looking statements are not guarantees of future performance. Such statements relate to events and depend on circumstances that will occur in the future and are subject to risks, uncertainties and assumptions that could cause actual results or developments to differ materially from those expressed or implied by such forward?looking statements, including but not limited to the ability to consummate the Offer, the effect of the Offer on Danaher and Genetix, the ability of Danaher to successfully integrate Genetix's operations and employees, the ability to realise anticipated synergies and cost savings, Danaher's ability to realise the full value of Genetix's assets, future business combinations and dispositions, significant technological and market changes, changes in business and development plans, the enactment of legislation or regulation that may impose costs or restrict activities, the re-negotiation of contracts or licences, fluctuations in demand and pricing, fluctuations in exchange controls, changes in interest rates, exchange rates and tax rates, industrial disputes, labour relations and work stoppages, war and terrorism and other factors described from time to time in Danaher's reports filed with the SEC (including, but not limited to, Danaher's Annual Report on Form 10-K for the year ended 31 December 2008 and its Quarterly Report on Form 10-Q for the quarter ended 2 October 2009). Many of these risks and uncertainties relate to factors that are beyond the Danaher Group's ability to control or estimate precisely. Neither Danaher, Genetix nor Launchchange can give any assurance that such forward?looking statements will prove to have been correct. The reader is cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this document. Neither Danaher, Genetix nor Launchchange undertakes any obligation to update or revise publicly any of the forward-looking statements set out herein, whether as a result of new information, future events or otherwise, except to the extent legally required. Nothing contained herein shall be deemed to be a forecast, projection or estimate of the future financial performance of any member of the Danaher Group, the Genetix Group or the Enlarged Group following completion of the Offer unless otherwise stated. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, "interested" (directly or indirectly) in 1 per cent. or more of any class of "relevant securities" of Genetix, all "dealings" in any "relevant securities" of that company (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 on the Business Day following the date of the relevant transaction. This requirement will continue until the date on which the Offer becomes, or is declared, 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 Genetix, 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 Code, all "dealings" in "relevant securities" of Genetix by Danaher or Genetix, or by any of their respective "associates", must be disclosed by no later than 12.00 noon on the 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 Takeover 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 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, please contact an independent financial adviser authorised under the Financial Services and Markets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel on telephone number +44 (0)20 7638 0129; fax +44 (0)20 7236 7013. Publication on the Danaher and Genetix websites A copy of this announcement is and will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on Danaher's website at www.danaher.com and on Genetix's website at www.genetix.com during the course of the Offer. This information is provided by RNS The company news service from the London Stock Exchange END OUPCKFKDOBDDBBD
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