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 OF THAT
JURISDICTION. This announcement is not an announcement of a
firm intention to make an offer under Rule 2.7 of the City
Code on Takeovers and Mergers (the "Takeover Code")
and there can be no certainty that an offer will be made, nor
as to the terms on which any offer will be made.
17 November 2011
Asterand Plc ("Asterand" or the "Company") Update on Formal
Sale Process
On 24 October 2011, the Company announced the commencement of
a formal sale process with the intention of targeting the
second half of November for determining a potential offer for
the Company. The deadline was predicated on the estimates at
that time of the Company's short term cash flows and the need
to deal with the creditors with whom the Company is currently
in default.
As announced in the Company's Interim Management Statement
released this morning, the Board has reviewed the cash flow
projections and, after discussions with the main secured
creditors, the Board now believes that there will be
sufficient cash to last the Company into the early part of
2012. The original deadline had provided only a short time
frame for due diligence and, given the several credible
approaches received by the Company since 24 October and
revised cash position, the Board, has decided to extend the
timeframe to allow potential offerors more time to carry out
due diligence prior to considering whether to make an
offer.
The revised intended timeframe is as follows:
28 November - 16 December 2011 Site visits by Potential
Offerors
5 January 2012 Submission of possible offer terms by
potential offerors
9 January - 19 January 2012 Negotiations with preferred
potential offerors
6 February 2012 Announcement of result of formal sales
process
Shareholders should note that whilst the Board is working to
secure a recommended offer by the middle of January 2012,
there is no guarantee that an offer will be made, or even
proposed, or as to the level of any proposal or offer that
may be made. If a recommended offer is secured by the
targeted date, the Board anticipates that an offer document
would then be posted in the following 28 days.
The Board is also pleased to announce that it has appointed
Covington Associates LLC (www.covllc.com), a US
based investment bank which specialises in the healthcare
sector, to assist the Company and Daniel Stewart in
negotiations with potential offerors.
The Board reserves the right to alter any aspect of the sale
process as outlined above or to terminate it at any time and
in such cases will make an announcement as appropriate. As
highlighted in today's Interim Management Statement by the
Company, the improvement in trading is overshadowed by
the issues with the Company's balance sheet and whilst the
Board is encouraged by the interest that it has received
following the announcement of the formal sale process, it
continues to evaluate the potential for refinancing
discussions in parallel with the formal sale process.
The Board reserves the right to reject any approach or
terminate discussions with any interested party or
participant at any time.
For further information, please contact:
Asterand plc
Jack Davis, Chairman and Interim Chief Executive
Officer
Tel: + 44 (0) 1763 211 600 / + 1 (313) 263-0960
Alan Fishman, Interim Chief Financial Officer As above
Daniel Stewart & Company plc
Antony Legge
David Hart
Paul Shackleton
Tel: +44 (0) 20 7776 6550
Covington Associates LLC
Chris Covington Tel: +1 (914) 287-5044
Steven Mermelstein
David Wood
A copy of this announcement will be available at www.asterand.co.uk. The
content of the website referred to in this announcement is
not incorporated into and does not form part of this
announcement.
Daniel Stewart & Company Plc ("Daniel Stewart") (which is
authorised and regulated in the United Kingdom by the
Financial Services Authority) is acting exclusively for the
Company and for no one else in connection with any possible
offer and will not be responsible to anyone other than the
Company for providing the protections afforded to Daniel
Stewart's clients nor for providing advice in relation
to any possible offer or any other matters referred to in
this announcement.
This announcement is not intended to, and does not,
constitute or form part of any offer, invitation or the
solicitation of an offer to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of, any securities
whether pursuant to this announcement or otherwise. The
distribution of this announcement in jurisdictions outside
the United Kingdom may be restricted by law and therefore
persons into whose possession this announcement comes should
inform themselves about, and observe, such restrictions. Any
failure to comply with the restrictions may constitute a
violation of the securities law of any such jurisdiction.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested
in 1% or more of any class of relevant securities of an
offeree company or of any paper offeror (being any offeror
other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in
cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the
announcement in which any paper offeror is first identified.
An Opening Position Disclosure must contain details of the
person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any paper offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies
must be made by no later than 3.30 pm
(London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no
later than 3.30 pm (London time) on the 10th business day
following the announcement in which any paper offeror is
first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper offeror prior
to the deadline for making an Opening Position Disclosure
must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities
of the offeree company or of any paper offeror must make a
Dealing Disclosure if the person deals in any relevant
securities of the offeree company or of any paper offeror. A
Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short
positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
paper offeror, save to the extent that these details have
previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b)
applies must be made by no later than 3.30 pm (London time)
on the business day following the date of the relevant
dealing.
If two or more persons act together pursuant to an agreement
or understanding, whether formal or informal, to acquire or
control an interest in relevant securities of an offeree
company or a paper offeror, they will be deemed to be a
single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also
be made by the offeree company, by any offeror and by any
persons acting in concert with any of them (see Rules 8.1,
8.2 and 8.4).
Details of the offeree and offeror companies in respect of
whose relevant securities Opening Position Disclosures and
Dealing Disclosures must be made can be found in the
Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number
of relevant securities in issue, when the offer period
commenced and when any offeror was first identified. If you
are in any doubt as to whether you are required to make an
Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129.
End-of-day quote
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