Company Celltech Group PLC
TIDM CCH
Headline Offer Update
Released 07:00 1 Apr 2003
Number 4586J
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO AUSTRALIA, CANADA
OR JAPAN
1 April 2003
CELLTECH GROUP PLC ("CELLTECH")
CASH OFFER FOR OXFORD GLYCOSCIENCES PLC ("OGS")
On 26 February 2003, the Board of Celltech announced the terms of a cash
offer for the entire issued, and to be issued, share capital of OGS. The
Offer is being made by Celltech and (outside the United States) by
JPMorgan on its behalf and is subject to the applicable requirements of
the City Code and US federal securities laws, subject to customary
exemptions granted by the SEC in relation to the Offer.
Celltech announces that by 3.00 p.m. (London time) and 10.00 a.m. (New
York time) on 31 March 2003, being the first closing date of the Offer,
acceptances of the Offer had been received in respect of 2,161,947 OGS
Shares (including those represented by OGS ADSs), representing
approximately 3.86 per cent. of the issued share capital of OGS. In
addition, as previously announced, on 24 March 2003 Celltech purchased
5,892,971 OGS Shares representing approximately 10.52 per cent. of the
issued share capital of OGS, at a price of 182 pence per share. Celltech
did not hold any OGS Shares prior to the commencement of the offer
period.
Accordingly an aggregate of 8,054,918 OGS Shares, representing
approximately 14.38 per cent. of the issued share capital of OGS, have
been acquired by Celltech or have been validly assented to the Offer. The
Board of Celltech has therefore decided to extend the Offer until 3.00
p.m. (London time), 10.00 a.m. (New York time) on Tuesday, 15 April
2003.
Save as set out above, neither Celltech, nor any person acting, or deemed
to be acting, in concert with Celltech, owned any OGS Shares (including OGS
Shares represented by OGS ADSs) or rights over OGS Shares on 22 January
2003 (being the business day prior to the commencement of the offer
period), nor have any of them acquired or agreed to acquire any OGS Shares
(including OGS Shares represented by OGS ADSs) during the offer period and
no acceptances of the Offer have been received from any persons deemed to
be acting in concert with Celltech.
Shareholders in OGS who wish to accept the Offer, and who have not done so,
should return their Form(s) of Acceptance as soon as possible. Further
Forms of Acceptance can be obtained from Lloyds TSB Registrars, The
Causeway, Worthing, West Sussex BN99 6DA or by telephoning the Helpline
on 0870 600 0673 (if calling from the United Kingdom), (1) 800 858 1202
(if calling from the United States or if you are an OGS ADS Holder) or
+44 (0) 1903 702 767 (if calling from elsewhere). If you are an OGS ADS
Holder and wish to accept the Offer, you should follow the instructions
set out in the Letter of Transmittal. If OGS Shareholders or OGS ADS
Holders are in any doubt as to the procedures for acceptance, they should
contact the Helpline on the above numbers. The Board of Celltech continues
to believe that its all cash offer of 182 pence is increasingly generous
and encourages OGS Securityholders to accept its offer.
Enquiries:
For further information contact:
Celltech Group plc
Telephone: +44 (0)1753 534 655
Dr Peter Fellner, Chief Executive
Peter Allen, Chief Financial Officer
Richard Bungay, Director of Corporate Communications
JPMorgan
Telephone: +44 (0)20 7742 4000
Bernard Taylor, Vice Chairman
Julian Oakley, Managing Director
Brunswick London Telephone: +44 (0)20 7404 5959
Jon Coles
Fiona Fong
Brunswick New York Telephone: +1 212 333 3810
Cindy Leggett-Flynn
Terms defined in the Offer Document have the same meaning when used in
this announcement.
Celltech and JPMorgan, acting on its behalf outside the United States,
are offering to purchase all of the issued and to be issued ordinary shares
of 5 pence each in OGS (including those represented by OGS ADSs) at a price
of 182 pence per OGS Share.
This announcement does not constitute an offer or invitation to purchase
any securities or a solicitation of an offer to buy any securities, pursuant
to the Offer or otherwise. The Offer is being made solely by the Offer
Document and the Acceptance Forms accompanying the Offer Document, which
contain the full terms and conditions of the Offer, including details of
how the Offer may be accepted.
Celltech filed with the SEC a Tender Offer Statement on Schedule TO
containing the Offer Document and other related information on 3 March
2003. Free copies of those documents are available on the SEC's website
at www.sec.gov. The Offer Document and the Acceptance Forms accompanying
the Offer Document have been made available to all OGS Securityholders
at no charge to them. OGS Securityholders are advised to read the Offer
Document and the accompanying Acceptance Forms which have been sent to
them because they contain important information. OGS Securityholders in
the United States are also advised to read the Tender Offer Statement
because it contains important information. Unless otherwise determined
by Celltech and permitted by applicable law and regulation, the Offer
(including the Loan Note Alternative) is not being made, directly or
indirectly, in or into, or by use of the mails of, or by any other means
or instrumentality (including, without limitation, telephonically or
electronically) of interstate or foreign commerce of, or of any facility
of a national securities exchange of Canada, nor is it being made in or
into Australia or Japan and the Offer is not capable of acceptance by
any such use, means, instrumentality or facilities or from within
Australia, Canada or Japan. Accordingly, unless otherwise determined
by Celltech and permitted by applicable law and regulation, neither
copies of this announcement nor any other documents relating to the
Offer have been, or may be, mailed or otherwise forwarded, distributed
or sent in or into Australia, Canada or Japan and persons receiving such
documents (including custodians, nominees and trustees) must not
distribute or send them in, into or from such jurisdictions.
The Loan Notes to be issued pursuant to the Loan Note Alternative
available under the Offer have not been, and will not be, listed on any
stock exchange and have not been and will not be registered under the
US Securities Act of 1933, as amended or under any relevant securities
laws of any state or other jurisdiction of the United States, or under
the relevant securities laws of Australia, Canada or Japan or any other
jurisdiction. Accordingly, unless an exemption under such relevant laws
is available, Loan Notes may not be offered, sold, re-sold or delivered,
directly or indirectly, in, into or from the United States, Australia,
Canada or Japan or any other jurisdiction in which an offer of Loan Notes
would constitute a violation of relevant laws or require registration of
the Loan Notes, or to or for the account or benefit of any US Person or
resident of Australia, Canada or Japan or any other such jurisdiction.
THE OFFER WILL REMAIN OPEN FOR ACCEPTANCE DURING THE INITIAL OFFER
PERIOD. THE INITIAL OFFER PERIOD FOR ACCEPTANCES AND WITHDRAWALS, AS
EXTENDED, WILL EXPIRE AT 3:00 P.M. (LONDON TIME), 10:00 A.M. (NEW YORK
CITY TIME), ON 15 APRIL 2003, UNLESS FURTHER EXTENDED TO A LATER CLOSING
DATE. AT THE CONCLUSION OF THE INITIAL OFFER PERIOD, IF ALL CONDITIONS OF
THE OFFER HAVE BEEN SATISFIED, FULFILLED OR, WHERE PERMITTED, WAIVED, THE
OFFER WILL BE EXTENDED FOR A SUBSEQUENT OFFER PERIOD OF AT LEAST 14
CALENDAR DAYS. OGS SECURITYHOLDERS WILL HAVE THE RIGHT TO WITHDRAW THEIR
ACCEPTANCES OF THE OFFER FROM THE DATE OF THIS ANNOUNCEMENT UNTIL THE
SPECIFIED TIME ON THE LAST DAY OF THE INITIAL OFFER PERIOD, BUT NOT DURING
THE SUBSEQUENT OFFER PERIOD.
The Offer is conditional upon, among other things, valid acceptances
being received (and not, where permitted, being withdrawn) by 3:00 p.m.
(London time), 10:00 a.m. (New York City time) on 15 April 2003, or such
later time(s) and/or date(s) as Celltech may, subject to the City Code
and in accordance with the US Securities Exchange Act of 1934, as amended
(the "Exchange Act"), decide in respect of not less than 90 percent (or
such lesser percentage as Celltech may decide) of the OGS Shares (including
OGS Shares represented by OGS ADSs) to which the Offer relates, provided
that this condition will not be satisfied unless Celltech shall have
acquired, or agreed to acquire, pursuant to the Offer or otherwise, OGS
Shares (including OGS Shares represented by OGS ADSs) carrying in aggregate
more than 50 per cent of the voting rights normally exercisable at a general
meeting of OGS, including for this purpose (to the extent, if any, required
by the Panel) any voting rights attaching to any OGS Shares (including OGS
Shares represented by OGS ADSs) that are unconditionally allotted or issued
before the Offer becomes or is declared unconditional as to acceptances
pursuant to the exercise of any outstanding subscription or conversion
rights or otherwise.
Celltech reserves the right (but will not be obliged, other than as may be
required by the City Code or the Exchange Act) at any time or from time to
time to extend further the Offer and, in such event, any decision to extend
the Offer will be publicly announced by 8:00 a.m. (London time) in the
United Kingdom and 8:00 a.m. (New York City time) in the United States on
the day (other than a Saturday or Sunday) following the day on which the
Offer was due to expire and which banks are generally open in London for
normal business. Except with the consent of the Panel, the Initial Offer
Period for acceptances and withdrawals may not extend beyond 1:00 p.m.
(London time), 8:00 a.m. (New York City time), on 30 April 2003.
The Directors of Celltech accept responsibility for the information
contained in this announcement, and, to the best of their knowledge and
belief (having taken all reasonable care to ensure 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.
J.P. Morgan plc, which is regulated in the United Kingdom by the Financial
Services Authority, is acting for Celltech and for no one else in
connection with the Offer and will not be responsible to anyone other than
Celltech for providing the protections afforded to customers of JPMorgan
or for providing advice in relation to the Offer, the contents of the Offer
Document or any transaction or arrangement referred to therein.
The Panel wishes to draw the attention of member firms of NASDAQ to certain
UK dealing disclosure requirements during the offer period. The offer period
(in accordance with the City Code, which is published and administered by the
Panel) commences at the time when an announcement is made of a proposed or
possible offer, with or without terms. OGS has equity securities traded on
the London Stock Exchange and NASDAQ.
The above disclosure requirements are set out in more detail in Rule 8 of
the City Code. In particular, Rule 8 requires public disclosure of dealings
during the offer period by persons who own or control, or who would as a
result of any transaction own or control, one per cent. or more of any
class of relevant securities of the offeree company. Relevant securities
include OGS Shares, OGS ADSs and instruments convertible into OGS Shares or
OGS ADSs. This requirement will apply until the first closing date or, if
this is later, the date when the Offer becomes or is declared unconditional
or lapses.
Disclosure should be made on an appropriate form by no later than 12 noon
(London time), 7 a.m. (New York City time) on the business day following
the date of the dealing transaction. These disclosures should be published
through a Regulatory Information Service.
The Panel requests that member firms advise those of their clients who wish
to deal in the relevant securities of OGS, whether in the United States or
in the United Kingdom, that they may be affected by these requirements. If
there is any doubt as to their application the Panel should be consulted
(telephone number: +44 (0) 20 7382 9026, fax number: +44 (0) 20 7638 1554).
This announcement has been approved by J.P.Morgan plc for the purpose of
section 21 of the Financial Services and Markets Act 2000 only.
END