Company Celltech Group PLC
TIDM CCH
Headline Offer Update
Released 07:30 16 Apr 2003
Number 0911K
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO AUSTRALIA, CANADA
OR JAPAN
16 April 2003
CELLTECH GROUP PLC ("CELLTECH")
CASH OFFER FOR OXFORD GLYCOSCIENCES PLC ("OGS")
Celltech announces that, as at 3:00 p.m. (London time) yesterday, valid
acceptances of its Offer had been received in respect of 5,578,323 OGS
Shares (including those represented by OGS ADSs), representing
approximately 9.96 per cent. of the issued share capital of OGS and that
it has also purchased 5,892,971 OGS Shares, representing approximately
10.52 per cent. of the issued share capital of OGS, which both meet the
requirements of the City Code on Takeovers and Mergers (the "City Code")
for counting towards fulfilment of the remaining acceptance condition of
the Offer.
In addition, Celltech has purchased a further 22,877,473 OGS Shares,
representing approximately 40.85 per cent. of the issued share capital
of OGS, which await settlement. Accordingly, and subject to settlement of
the share purchases made on 11 April 2003 and 14 April 2003, Celltech has
now acquired, or received valid acceptances in respect of, an aggregate of
34,348,767 OGS Shares (including those represented by OGS ADSs),
representing approximately 61.33 per cent. of the issued share capital of
OGS.
Celltech's Offer will become unconditional in all respects as soon as it
is confirmed that sufficient of its share purchases meet the requirements
of the City Code for counting towards the fulfilment of the remaining
acceptance condition of the Offer.
Save as set out above, neither Celltech, nor any person acting or deemed
to be acting in concert with Celltech, owned any OGS Shares on 22 January
2003 (being the business day prior to the commencement of the offer period),
nor have any of such persons 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 acting or
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 Offer is extended until 3.00 p.m.
(London time), 10.00 a.m. (New York time) on Tuesday, 29 April 2003.
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
JPMorganTelephone: +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 WILL
EXPIRE ON THE EARLIER OF (i) THE OFFER BECOMING OR BEING DECLARED
UNCONDITIONAL IN ALL RESPECTS AND (ii) 3:00 P.M. (LONDON TIME),
10:00 A.M. (NEW YORK CITY TIME), ON 29 APRIL 2003, UNLESS FURTHER
EXTENDED TO A LATER CLOSING DATE. OGS SECURITYHOLDERS WILL HAVE THE
RIGHT TO WITHDRAW THEIR ACCEPTANCES OF THE OFFER UNTIL THE END OF
THE INITIAL OFFER PERIOD, BUT NOT DURING THE SUBSEQUENT OFFER PERIOD.
The Offer is conditional upon 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 29 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 OGS Shares (including
those represented by OGS ADSs) which, together with OGS Shares
(including those OGS Shares represented by OGS ADSs) acquired or
agreed to be acquired before or during the Offer Period, results
in Celltech and any persons acting in concert with Celltech holding
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 the day which is 21 days after the release
of OGS' preliminary results for the year ended 31 December 2003.
If the Offer becomes unconditional, it will remain open for
acceptance for the Subsequent Offer Period, which shall be for not
less than 14 calendar days from the expiry of the Initial Offer Period.
If the Offer has become unconditional and it is stated that the Offer
will remain open until further notice, then not less than 14 calendar
days' notice in writing will be given prior to the closing of the Offer
by or on behalf of Celltech to those OGS Securityholders who have not
accepted the Offer.
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.
OGS has equity securities traded on the London Stock Exchange and
NASDAQ. The Panel wishes to draw the attention of member firms of NASDAQ
to certain UK dealing disclosure requirements during the offer period.
The above disclosure requirements are set out in more detail in Rule 8
f 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