Announcement
Company Oxford Glycosciences PLC
TIDM OGS
Headline Update on Merger Discussions
Released 07:01 26 Mar 2003
Number 2076J
26 March 2003
Not for release, publication or distribution in, into or from Australia,
Canada or Japan
OXFORD GLYCOSCIENCES PLC ("OGS" or the "Company")
UPDATE ON MERGER DISCUSSIONS
Further to its announcement on 23 March, OGS confirms today that it has
commenced discussions with three further interested parties regarding a
potential offer for the Company, in addition to the offers made for the
Company by Cambridge Antibody Technology Group plc ("CAT") and Celltech
Group plc ("Celltech"). Reflecting the level of their interest, each of
these three parties has entered into a non-disclosure agreement with OGS
to enable them to carry out due diligence on the Company. The interested
parties comprise an international pharmaceutical company, a US based
biotechnology company and a European private equity house.
OGS expects the discussions to reach conclusion in the second week of
April. In the light of these developments, the OGS Board* recommends that
shareholders take no action in relation to the Celltech offer. OGS also
notes Celltech's announcement on 24 March affirming that its holding in
OGS would not prevent a bidder acquiring the Company via a scheme of
arrangement.
Commenting, David Ebsworth PhD, CEO of OGS, said "We have previously
promised our shareholders that we will seek the best value that we can
for them and in doing so are seeking to have discussions with all
interested parties. We have made progress, confirmed by today's
announcement that each of these three interested parties have entered
into a non-disclosure agreement with OGS."
- -Ends-
For further information please contact:
Oxford GlycoSciences Plc +44 (0) 1235 208 000
David Ebsworth, Ph.D., Chief Executive Officer
Goldman Sachs International +44 (0) 20 7774 1000
Michael Hill
Basil Geoghegan
Phil Raper (Corporate Broking)
Financial Dynamics +44 (0) 20 7831 3113
UK Media and Investors
Tim Spratt
Melanie Toyne-Sewell
US Media and Investors+1 212 850 5626
Leslie Wolf-Creutzfeldt
Deborah Ardern Jones
Goldman Sachs International is acting for OGS and for no-one else in
connection with this announcement and will not be responsible to any
other person for providing the protections afforded to clients of
Goldman Sachs International or for providing advice in relation to
the offer from Celltech, the merger with CAT or the contents of this
announcement.
The directors of OGS accept responsibility for the information contained
in this announcement. To the best of the knowledge and belief of the
directors of OGS (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.*
*Dr Donald Drakeman, a director of OGS, is also the Chief Executive
Officer of Medarex Inc, a competitor of CAT, and therefore did not
participate in decisions of the OGS Board relating to the merger with
CAT. Given this conflict, he has also not participated and does not
propose to participate in discussions relating to any competing offer
for OGS. Accordingly, Dr Drakeman has abstained from OGS Board
discussions of, and advice to OGS shareholders relating to, the offer
from Celltech and is not taking responsibility for the views or advice
of the Board on the merger with CAT or the offer from Celltech.
Shareholders can obtain a free copy of this and any other documents
filed with the Securities and Exchange Commission at the SEC's website
(www.sec.gov).
This announcement does not constitute an offer to sell or invitation
to purchase any securities or the solicitation of any vote or approval
in any jurisdiction.
The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law and therefore persons in such
jurisdictions into which this announcement is released, published or
distributed should inform themselves about and observe such restrictions.
END