Not for release, publication or distribution, in whole or in part, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.
On 4 February 2008, the boards of directors of GE Healthcare Life Sciences and Whatman announced that they had reached agreement on the terms of a recommended cash acquisition of the entire issued and to be issued share capital of Whatman by GE Healthcare Life Sciences, to be effected by means of a Court-sanctioned scheme of arrangement under section 425 of the Companies Act 1985.
The board of Whatman is pleased to announce that the Court Meeting and the General Meeting convened in relation to the proposed transaction, which were held earlier today, have both concluded successfully. All resolutions proposed, as set out in the notices of each meeting included in the Scheme Document dated 19 February 2008, received the necessary majorities and were accordingly approved. A summary of the voting results is set out below.
Unless the context otherwise requires, terms defined in the announcement dated 4 February 2008 have the same meaning in this announcement.
Voting results of Court Meeting
The vote was conducted by way of a poll and the results were as follows:
| Number of Scheme Shareholders casting votes: |
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FOR 415 |
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AGAINST 37 |
| Number of votes cast by the Scheme Shareholders: |
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FOR 72,977,706 (99.47%) |
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AGAINST 386,759 (0.53%) |
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Voting results of General Meeting
The special resolution to approve certain steps to give effect to the Scheme was duly passed on a show of hands. The proxy votes cast were as follows:
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FOR 68,232,887 (98.53%) |
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AGAINST 411,184 (0.59%) |
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ABSTAINED 610,255 (0.88%) |
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Completion of the Acquisition remains subject to the satisfaction of or, if appropriate, waiver of the remaining conditions to the Acquisition set out in the Scheme Document, which include, among other things, the sanction of the Scheme, the confirmation of the Reduction of Capital pursuant to the Scheme by the Court and receipt of certain anti-trust clearances. The expected timetable for the effective date of the Scheme remains as set out in the Scheme Document, namely 25 April 2008.
Copies of the resolutions passed at the Court Meeting and the General Meeting have been submitted to the UK Listing Authority and will shortly be available for inspection by the public during normal business hours on any weekday (except public holidays) at the UK Listing Authority’s Document Viewing Facility, which is situated at: The Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS.
Copies of the Scheme Document are available for inspection at Freshfields Bruckhaus Deringer, 65 Fleet Street, London EC4Y 1HS or at the UK Listing Authority’s Document Viewing Facility.
| Enquiries |
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| Whatman plc |
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+ 44 162 267 6670 |
Kieran Murphy, Chief Executive Officer
Chris Rickard, Finance Director |
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| Goldman Sachs International |
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+ 44 20 7774 1000 |
Mark Sorrell
Nimesh Khiroya |
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| Financial Dynamics |
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+ 44 20 7831 3113 |
| David Yates |
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The directors of Whatman accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the directors of Whatman (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.
Goldman Sachs International, which is authorised and regulated in the UK by the FSA, is acting exclusively for Whatman and no-one else in connection with the proposed acquisition and will not be responsible to anyone other than Whatman for providing the protections afforded to clients of Goldman Sachs International nor for providing advice in relation to the proposed acquisition or any other matters referred to in this announcement.
Numis Securities Limited, which is authorised and regulated in the UK by the FSA, is acting exclusively for Whatman as the independent financial adviser to Whatman for the purposes of providing independent advice to the directors of Whatman on the proposed acquisition under Rule 3 of the City Code and no-one else in connection with the proposed acquisition and will not be responsible to anyone other than Whatman for providing the protections afforded to clients of Numis Securities Limited nor for providing advice in relation to the proposed acquisition or any other matters referred to in this announcement.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the “Code”), if any person is, or becomes, “interested” (directly or indirectly) in 1% or more of any class of “relevant securities” of Whatman, 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 (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which any offer becomes, or is declared, unconditional as to acceptances (or, if implemented by a scheme of arrangement, such scheme becomes effective), 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 Whatman, 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 Whatman by GE Healthcare Life Sciences or Whatman, or by any of their respective “associates”, 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 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 within this section 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, you should consult the Panel.