Slough, U.K., May 18, 2004 (PRIMEZONE) -- Celltech Group plc
-- Celltech's shareholders to receive 550 pence per
ordinary share (equivalent to USD 19.44 per American
Depositary Share) valuing the entire issued share
capital of Celltech at GBP 1,530 million
-- Celltech Board unanimously recommends the Offer
-- Combination of UCB and Celltech to create a
biopharmaceutical leader, based on strong and innovative
R&D and a global platform for product commercialisation
-- Blending of complementary skills and strong cultural fit
to deliver outstanding growth
Summary
-- The boards of UCB S.A. ("UCB") and Celltech Group plc
("Celltech" or the "Company") announce that they have agreed
the terms of a recommended cash offer by UCB for the entire
issued and to be issued share capital of Celltech either in
the form of Celltech Shares or Celltech ADSs.
-- The Celltech Board, which has been so advised by Morgan
Stanley & Co. Limited ("Morgan Stanley") and J.P. Morgan plc
("JPMorgan"), considers the terms of the offer (the "Offer")
to be fair and reasonable. In providing advice to the
Celltech Board, Morgan Stanley and JPMorgan have taken into
account the commercial assessments of the Celltech Board.
Accordingly, the Celltech Board unanimously intends to
recommend that Celltech Shareholders accept the Offer.
-- The Offer for each Celltech Share will be 550 pence in cash
and the Offer for each Celltech ADS will be 1,100 pence,
equivalent to USD 19.44, in cash. The Offer will value the
existing issued share capital of Celltech at approximately
GBP 1,530 million.
-- The Offer will represent a premium of approximately:
-- 27.8 per cent. to the
middle-market closing price
of 430.5 pence per Celltech
Share on 17 May 2004, the
last business day prior to
the date of this
announcement;
-- 26.3 per cent. to the average
middle-market closing price
of 435.6 pence per Celltech
Share during the three months
prior to 17 May 2004; and
-- 44.7 per cent. to the average
middle-market closing price
of 380.1 pence per Celltech
Share during the twelve
months prior to 17 May 2004.
-- UCB will finance the acquisition through bank loans. It is
expected that the transaction will be earnings accretive,
post synergies and before goodwill and other intangibles
amortisation, after the second full year.
-- Directors of Celltech and certain members of their immediate
families have irrevocably undertaken to accept the Offer in
respect of the Celltech Shares that they beneficially own
and control, representing approximately 0.18 per cent. of
the existing issued share capital of Celltech.
-- UCB, headquartered in Brussels, had a turnover of
approximately Euro 3 billion in 2003 and employs over 11,500
people. Its flagship pharmaceutical business had a turnover
of Euro 1.5 billion and an EBIT of Euro 397 million in 2003.
Its pharmaceutical research activities employ over 1,000
people and have a budget of Euro 244 million for 2004.
-- Celltech is a leading UK based biotech company which employs
some 1,900 people and had turnover in excess of GBP 350
million in 2003. Its investment in R&D activity, which
employs some 450 people, amounted to GBP 106 million in
2003. Operating profit pre exceptional items and goodwill
amounted to approximately GBP 50 million in 2003. Celltech
has a broad and innovative pipeline including a major new
product in advanced phase III trials (CDP870) for which UCB
has entered into a worldwide license agreement. The license
agreement is not conditional upon the success of the
proposed Offer for Celltech by UCB.
-- The combination of UCB and Celltech will create a European
based company which will be one of the largest
biopharmaceutical companies in the world. In a number of
important areas the combined group will benefit from a high
degree of complementarity:
-- Complementary product
offerings: the combined group
will have strong positions in
specialty therapeutic areas
such as Central Nervous
System (Epilepsy, Multiple
Sclerosis, Parkinson's
Disease, etc.), Inflammation
(Respiratory, Rheumatology,
Gastro-Enterology) and
Oncology;
-- Strengthened research and
development: the combined
group will benefit from
Celltech's innovative
expertise in biotechnological
R&D, especially monoclonal
antibodies, and UCB's
expertise in pharmaceutical
chemistry. This will result
in a significantly
strengthened combination of
small and large molecule
discovery and development
expertise allowing the
combined group to increase
the flow of drug development
candidates;
-- Stronger and broader
commercial operations (US,
Europe and Asia): the
combined group will be better
positioned, through its
enhanced global presence, to
commercialise and launch new
products, particularly in the
specialist areas in which the
combination will focus and
where UCB has already
demonstrated its ability to
launch and propel products
successfully to market
leadership (e.g., Keppra);
and
-- The blending of skills and
culture, through the
successful combination of
competencies at all levels of
the combined entity, will
accelerate innovation and
profitable growth.
-- A Loan Note Alternative will also be made available to
Celltech Shareholders other than certain Overseas Celltech
Shareholders.
Commenting on the Offer, Dr. Peter Fellner, Chairman of Celltech, said:
"Since listing in 1993, Celltech has successfully established itself as one of Europe's leading biotechnology companies built on a platform of internationally respected research and excellent people. UCB recognises these strengths and this offer represents fair value for Celltech Shareholders."
Commenting on the Offer, Baron Georges Jacobs, Chairman of the Executive Committee of UCB, said:
"We have pursued and implemented over the last few years an ambitious plan to develop the company in pharmaceuticals, including through external growth. I am therefore very pleased to announce this transaction which represents a major step in the implementation of our goals, as well as a unique opportunity to build a leading innovative biopharmaceutical company."
Commenting on the Offer, Dr. Goran Ando, CEO of Celltech said:
"Celltech possesses unique and outstanding UK based research capabilities which UCB has committed to making a cornerstone of the combined group's growth strategy. Together, we will be one of the world's largest biopharmaceutical companies."
Commenting on the Offer, Roch Doliveux, CEO of UCB Pharma said:
"I am looking forward to working with Celltech's excellent management and fine scientific teams to transform Celltech's and UCB's very promising pipeline into commercial value for our shareholders. The new combined entity has all that it takes to rapidly be positioned as a global leader in Neurology, especially with Keppra and its successors, in Inflammation with CDP870, and in Allergy with Xyzal and Zyrtec, with a strong research engine focused on validated targets to fuel our long term growth."
Lazard & Co., Limited ("Lazard") is acting as exclusive financial adviser to UCB in relation to the Offer. Morgan Stanley and JPMorgan are acting as financial advisers to Celltech in relation to the Offer. Lazard Freres & Co. LLC is acting as dealer manager for the Offer in the United States.
In connection with the Offer, Panmure Gordon, a division of Lazard is acting as broker to UCB.
This summary should be read in conjunction with the full text of the following announcement. Appendix III to the following announcement contains definitions of certain terms used in this summary and the following announcement.
There will be a presentation to analysts at 09:00 BST today in the Great Hall at JPMorgan, 60 Victoria Embankment, London, EC4Y OJP and at 16:30 CET at UCB, 60 Allee de la Recherche, 1070 Brussels.
Interviews with Georges Jacobs, Chairman of the Executive Committee of UCB, Dr. Roch Doliveux, CEO of UCB Pharma, and Dr. Goran Ando, CEO of Celltech, are available on www.cantos.com and www.celltechgroup.com.
Lazard is acting for UCB and no one else in connection with the Offer and will not be responsible to anyone other than UCB for providing the protections afforded to clients of Lazard or for providing advice in connection with the Offer, the contents of this announcement or any transaction or arrangement referred to herein.
Morgan Stanley is acting for Celltech and no one else in connection with the Offer and will not be responsible to anyone other than Celltech for providing the protections afforded to clients of Morgan Stanley or for providing advice in connection with the Offer, the contents of this announcement or any transaction or arrangement referred to herein.
JPMorgan is acting for Celltech and no one else in connection with the Offer and will not be responsible to anyone other than Celltech for providing the protections afforded to clients of JPMorgan or for providing advice in connection with the Offer, the contents of this announcement or any transaction or arrangement referred to herein.
This press 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 will be made solely by means of an Offer Document and the Acceptance Forms accompanying the Offer Document, which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. In the United States, UCB will file a Tender Offer Statement containing the Offer Document and other related documentation with the US Securities and Exchange Commission (the "SEC") on Schedule TO and Celltech will file a Solicitation/Recommendation Statement with the SEC on Schedule 14D-9 on the date the Offer Document is mailed to Celltech Shareholders. Free copies of the Schedule TO, the Schedule 14D-9 and the other related documents to be filed by Celltech or UCB in connection with this Offer will be available from the date the Offer Document is mailed to Celltech Shareholders on the SEC's website at http://www.sec.gov. The Offer Document and Acceptance Forms accompanying the Offer Document will be made available to all Celltech Shareholders at no charge to them. Celltech Shareholders are advised to read the Offer Document and the accompanying Acceptance Forms when they are sent to them because they will contain important information. Celltech Shareholders in the United States are also advised to read the Tender Offer Statement and the Solicitation/Recommendation Statement because they will contain important information.
It should be noted that by virtue of the conflicting provisions of the City Code and the Exchange Act, the Panel has agreed that the Acceptance Condition can be structured so that the Offer cannot become or be declared unconditional as to acceptances until such time as all other conditions of the Offer have been satisfied, fulfilled or, to the extent permitted, waived. The Acceptance Condition in paragraph (a) of Appendix I has been amended accordingly.
Unless otherwise determined by UCB and permitted by applicable law and regulation, the Offer (including the Loan Note Alternative) will not be 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 will it be made in or into Belgium, Australia or Japan and the Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or from within Belgium, Australia, Canada or Japan. Accordingly, unless otherwise determined by UCB and permitted by applicable law and regulation, neither copies of this announcement nor any other documents relating to the Offer are being, or may be, mailed or otherwise forwarded, distributed or sent in or into Belgium, 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 have not been, and will not be, listed on any stock exchange and have not been and will not be registered under the Securities Act or under any relevant securities laws of any state or other jurisdiction of the United States, or under the relevant securities laws of Belgium, 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, Belgium, 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 Belgium, Australia, Canada or Japan or any other such jurisdiction.
The Panel wishes to draw the attention of member firms of the New York Stock Exchange 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. Celltech has equity securities traded on the London Stock Exchange and the New York Stock Exchange.
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 Celltech Shares, Celltech ADSs, instruments convertible into Celltech Shares or Celltech ADSs and options in respect of any of the foregoing and derivatives referenced to any of the foregoing. 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 12:00 noon (London time), 7:00 a.m. (New York City time), on the business day following the date of the dealing transaction. These disclosures should be sent a Regulatory Information Service and a copy faxed to the Panel (+44 (0) 20 7638 1554).
The Panel requests that member firms advise those of their clients who wish to deal in the relevant securities of Celltech, 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 press announcement includes "forward-looking statements" relating to the Offer, UCB and Celltech that are subject to known and unknown risks and uncertainties, many of which are outside of UCB's and Celltech's control and are difficult to predict, that may cause actual results to differ materially from any future results expressed or implied from such forward-looking statements. Important factors that could cause actual results to differ materially from such expectations include, without limitation: the inability to obtain necessary regulatory approvals in the context of the Offer or to obtain them on acceptable terms; the inability to integrate successfully Celltech within UCB or to realise synergies from such integration following the acquisition; costs related to the acquisition of Celltech; the economic environment of the industries in which UCB and Celltech operate; costs associated with research and development; changes in the prospects for products in the research and development pipeline of UCB or Celltech; dependence on the existing management of UCB and Celltech; changes or uncertainties in UK or US federal or state tax laws or the administration of such laws; changes or uncertainties in the laws or regulations applicable to the markets in which UCB and Celltech operate, including those of the Federal Drug Administration in the United States; and other factors detailed in Celltech's filings with the SEC.
1. Introduction
The boards of UCB and Celltech announce that they have
agreed the terms of a recommended cash offer, to be made
by UCB, and outside the United States, by Lazard on its
behalf, for the entire issued and to be issued share
capital of Celltech either in the form of Celltech
Shares or Celltech ADSs. The Offer for each Celltech
Share will be 550 pence in cash. This represents 1,100
pence for each Celltech ADS (each Celltech ADS
representing two Celltech Shares). The Offer will value
the existing issued share capital of Celltech at
approximately GBP 1,530 million.
The Celltech Board, which has been so advised by Morgan
Stanley and JPMorgan, considers the terms of the Offer
to be fair and reasonable. In providing advice to the
Celltech Board, Morgan Stanley and JPMorgan have taken
into account the commercial assessments of the Celltech
Board. Accordingly, the Celltech Board unanimously
intends to recommend that Celltech Shareholders accept
the Offer.
Directors of Celltech and certain members of their
immediate families have irrevocably undertaken to accept
the Offer in respect of the Celltech Shares that they
beneficially own and control, amounting in aggregate to
493,029 Celltech Shares, representing approximately 0.18
per cent. of the existing issued share capital of
Celltech.
Lazard is acting as exclusive financial adviser to UCB
in relation to the Offer. Morgan Stanley and JPMorgan
are acting as financial advisers to Celltech in relation
to the Offer.
2. The Offer
UCB and (outside of the United States) Lazard, on behalf
of UCB, will offer to acquire, on the terms and subject
to the conditions set out below and in Appendix I of
this announcement, and to be set out in the Offer
Document and the Acceptance Forms, all of the Celltech
Shares and Celltech ADSs.
The Offer will be made on the following basis:
for each Celltech Share 550 pence in cash
for each Celltech ADS 1,100 pence (equivalent to
USD 19.44) in cash
The Offer will value the existing issued share capital
of Celltech at approximately GBP 1,530 million.
The Offer will represent a premium of approximately:
-- 27.8 per cent. to
the middle-market
closing price of
430.5 pence per
Celltech Share on
17 May 2004, the
last business day
prior to the date
of this
announcement;
-- 26.3 per cent. to
the average
middle-market
closing price of
435.6 pence per
Celltech Share
during the three
months prior to
17 May 2004; and
-- 44.7 per cent. to
the average
middle-market
closing price of
380.1 pence per
Celltech Share
during the twelve
months prior to
17 May 2004.
The Celltech Shares (including those represented by
Celltech ADSs) will be acquired pursuant to the Offer
fully paid and free from all liens, charges, equitable
interests, encumbrances, rights of pre-emption and any
other rights and interests of any nature whatsoever and
together with all rights now and hereafter attaching
thereto, including voting rights and the right to
receive and retain in full all dividends and other
distributions (if any) declared, made or paid on or
after the date of this announcement.
The Offer Document will be sent to Celltech Shareholders
shortly. The Offer will be on the terms and will be
subject to the conditions which are set out in Appendix
I and to those terms which will be set out in the Offer
Document and in the accompanying Acceptance Forms, and
such further terms as may be required to comply with the
rules and regulations of the Financial Services
Authority, the United Kingdom Listing Authority, The
London Stock Exchange and with the City Code and US
federal securities laws (except to the extent of any
exemptive relief granted by the SEC).
3. Loan Note Alternative
Celltech Shareholders (other than certain Overseas
Celltech Shareholders, including Celltech Shareholders
in the United States) who validly accept the Offer will
be entitled to elect to receive Loan Notes to be issued
by UCB instead of some or all of the cash consideration
to which they would otherwise be entitled pursuant to
the Offer.
The Loan Note Alternative will be made available on the
following basis:
for every whole GBP 1 in cash GBP 1 nominal value of
consideration Loan Notes
The Loan Notes, which will be governed by English law,
will be unsecured and will be issued credited as fully
paid in amounts and integral multiples of GBP 1 nominal
value. All fractional entitlements to the Loan Notes
will be disregarded. No application will be made for the
Loan Notes to be listed or dealt in on any stock
exchange.
The Loan Notes will bear interest at 0.75 per cent.
below six-month sterling LIBOR. Interest will be payable
by six-monthly instalments in arrears (less any tax
required to be withheld) on 31 March and 30 September in
each year. The first payment of interest will be made on
31 March 2005 (the "First Payment Date"). On the First
Payment Date, interest will be paid in respect of the
period from (and including) the first date of issue of
the Loan Notes to (but excluding) the First Payment
Date. The Loan Notes will be redeemable in whole or in
part for cash at the option of noteholders on 31 March
2005 and on subsequent interest payment dates. In
certain circumstances, UCB will have the right to redeem
all of the Loan Notes. If not previously redeemed, all
outstanding Loan Notes will be redeemed on 30 September
2010.
No Loan Notes will be issued unless, on or before the
date on which the Offer becomes or is declared
unconditional in all respects, valid elections have been
received in respect of at least GBP 5 million in nominal
value of Loan Notes. If insufficient elections are
received, Celltech Shareholders electing for the Loan
Note Alternative will instead receive cash in accordance
with the terms of the Offer.
Subject as aforesaid, the Loan Note Alternative will
remain open for acceptance for so long as the Offer
remains open for acceptance. The Loan Note Alternative
will be conditional upon the Offer becoming or being
declared unconditional in all respects.
Celltech Shareholders and holders of Celltech ADSs who
are not resident in the United Kingdom should refer to
paragraph 14 below.
Further details of the Loan Notes will be contained in
the Offer Document.
4. Irrevocable Undertakings to accept the Offer
UCB has received irrevocable undertakings to accept the
Offer from Directors of Celltech and certain members of
their immediate families in respect of, in aggregate,
493,029 Celltech Shares, representing all of the
Celltech Shares beneficially owned and controlled by the
Directors and such family members. This represents
approximately 0.18 per cent. of the existing issued
share capital of Celltech. Such undertakings cease to be
binding only if the Offer lapses or is withdrawn.
5. Background to and reasons for the Offer
The combination of UCB and Celltech will create a
European based company which will be one of the largest
biopharmaceutical companies in the world. In a number of
important areas the combined group will benefit from a
high degree of complementarity:
-- Complementary product offerings: the
combined group will have strong
positions in specialty therapeutic
areas such as Central Nervous System
(Epilepsy, Multiple Sclerosis,
Parkinson's Disease, etc.),
Inflammation (Respiratory,
Rheumatology, Gastro-Enterology) and
Oncology;
-- Strengthened research and development:
the combined group will benefit from
Celltech's innovative expertise in
biotechnological R&D, especially
monoclonal antibodies, and UCB's
expertise in pharmaceutical chemistry.
This will result in a significantly
strengthened combination of small and
large molecule discovery and
development expertise allowing the
combined group to increase the flow of
drug development candidates;
-- Stronger and broader commercial
operations (US, Europe and Asia): the
combined group will be better
positioned, through its enhanced global
presence, to commercialise and launch
new products, particularly in the
specialist areas in which the
combination will focus and where UCB
has already demonstrated its ability to
launch and propel products successfully
to market leadership (e.g., Keppra);
and
-- The blending of skills and culture,
through the successful combination of
competencies at all levels of the
combined entity, will accelerate
innovation and profitable growth.
The combined R&D operations of the Group will have their
headquarters in Slough, UK.
Dr. Goran Ando will be deputy CEO of the combined group
and Peter Allen will be in charge of integration.
As separately announced today, UCB and Celltech have
entered into a co-exclusive worldwide collaboration
agreement for the research, development and
commercialisation of CDP870, Celltech's anti-TNF-alpha
PEGylated antibody fragment, for all indications outside
of Crohn's disease in North America and major European
markets.
6. Financial Effects of the Transaction
UCB will finance the acquisition through bank loans. It
is expected that the transaction will be earnings
accretive, post synergies and before goodwill and other
intangibles amortisation, after the second full year.
7. Information on Celltech
Celltech is one of the largest European-based
biopharmaceutical companies, possessing significant
discovery and development capabilities, a broad product
pipeline, and an international pharmaceutical business,
with operations in the United States and Europe. It
derives revenues from the licensing of its technologies
and products and the sale of pharmaceutical products
through its pharmaceutical business.
The discovery and development activities are focused on
treatments for auto-immune and inflammatory disorders
and oncology. Its pipeline includes candidates
comprising new chemical entities and antibody-based
therapeutics, in pre-clinical or clinical development
and marketing licence registration. Its technology base
includes a leading position in antibody engineering and
extensive medicinal chemistry capabilities. Celltech has
a range of discovery, development and commercialisation
collaborations with leading pharmaceutical and
biotechnology companies including: Abgenix, Amgen,
AstraZeneca, Biogen Idec, Johnson & Johnson, Merck,
NeoGenesis, Seattle Genetics and Wyeth.
Celltech Shares are traded on the London Stock Exchange
and Celltech ADSs are listed on the New York Stock
Exchange. Cazenove & Co. Limited act as broker to
Celltech.
For the year ended 31 December 2003, in accordance with
generally accepted accounting principles in the United
Kingdom, Celltech reported turnover of GBP 353.3 million
(2002: GBP 329.6 million) with operating profit pre
exceptional items and goodwill of GBP 49.5 million
(2002: GBP 49.0 million) and net assets of GBP 505.9
million (2002: GBP 564.4 million).
8. Information on UCB
UCB is a world-class pharmaceutical and specialty
chemical company. UCB is headquartered in Brussels
(Belgium) and employs about 11,500 people, of whom more
than 6,600 are in the pharmaceutical sector.
UCB operates in two industrial sectors: Pharma and
Surface Specialties. It currently comprises the parent
company, UCB S.A., together with about 120 subsidiaries
and associated companies in Europe, the Americas and
Asia. UCB also operates on a worldwide basis through its
agents, distributors and licensees.
The Pharma Sector researches, produces and markets
prescription medical products, particularly in the
fields of allergy / asthma and neurology. Over three
quarters of the UCB Group's expenditure on research and
development is in the Pharma Sector, where it accounts
for about 15 per cent. of turnover. UCB is also present
in biotechnology, through UCB-Bioproducts, making
available peptides by extraction or synthesis to the
scientific community.
Surface Specialties is focused on the manufacture of
technically innovative products and solutions for
surface applications. There are two business units:
Coating Resins & Additives and Films & Adhesives.
UCB's shares are traded on Euronext. Based on the
closing middle-market price of Euro 35.10 per UCB Share
on 17 May 2004 (the last business day prior to the date
of this announcement), UCB has a market capitalisation
of approximately Euro 5.1 billion.
For the year ended 31 December 2003, in accordance with
generally accepted accounting principles in Belgium, UCB
reported group turnover of Euro 2,966 million (2002:
Euro 2,514 million) with group profit before interest,
tax and exceptional items of Euro 487 million (2002:
Euro 503 million) and net assets of Euro 1,784 million
(2002: Euro 1,565 million).
9. Management and Employees
The board of UCB confirms that, following the Offer
becoming or being declared unconditional in all
respects, the existing employment rights, including
pension rights, of all employees of the Celltech Group
will be fully safeguarded.
10. Celltech Share Plans
The Offer will (subject to compliance with any
applicable local law) extend to any Celltech Shares
issued fully paid (or credited as fully paid) or
unconditionally allotted or issued prior to the date
when the Offer closes (or such earlier date as UCB may,
subject to the provisions of the City Code or with the
consent of the Panel, decide) as a result of the
exercise of options granted under the Celltech Share
Plans.
As soon as practicable after the Offer becomes or is
declared unconditional in all respects, UCB will make
appropriate proposals (taking into account any local
laws) to holders of options granted under the Celltech
Share Plans.
11. Inducement Fee
Celltech has agreed to pay a sum to UCB of GBP 15.25
million (being approximately one per cent. of the value
of the Offer) in the event that (a) the Directors
withdraw their unanimous recommendation of the Offer or
recommend an alternative transaction, resulting in any
person other than UCB (or any person acting in concert
with UCB as defined in the City Code) acquiring control
of Celltech (as defined in the City Code) or a
substantial part of the business of Celltech; or (b)
before the Offer lapses or is withdrawn without becoming
or being declared wholly unconditional, any person
(other than UCB or a person acting in concert (as
defined in the City Code) with UCB) announces an
intention to make a competing offer however effected, to
acquire the entire issued share capital of Celltech
(other than Celltech Shares owned by such third party or
persons acting in concert with it) and, at any time, the
competing offer becomes or is declared wholly
unconditional.
12. Compulsory acquisition, delisting and de-registration
If UCB receives acceptances under the Offer in respect
of, and/or otherwise acquires, 90 per cent. or more of
the Celltech Shares to which the Offer relates and the
Offer becomes or is declared unconditional in all
respects, UCB intends to exercise its rights pursuant to
the provisions of sections 428 to 430F (inclusive) of
the Act to acquire compulsorily the remaining Celltech
Shares to which the Offer relates.
After the Offer becomes or is declared unconditional in
all respects, UCB intends to procure the making of an
application by Celltech to the UK Listing Authority for
the cancellation of the listing of Celltech's Shares on
the Official List and to the London Stock Exchange for
the cancellation of the admission to trading of
Celltech's Shares on its market for listed securities.
It is anticipated that cancellation of listing and
trading will take effect no earlier than 20 business
days after the Offer becomes or is declared
unconditional in all respects. UCB also intends to
procure that Celltech applies for delisting of the
Celltech ADSs from the New York Stock Exchange. Such
delistings would significantly reduce the liquidity and
marketability of any Celltech Shares or Celltech ADSs
not tendered into the Offer. UCB may also request that
Celltech terminate the existing deposit agreement
through which the ADS programme is operated.
It is also proposed that, following the Offer becoming
or being declared unconditional in all respects and
after the Celltech Shares are delisted, Celltech will be
re-registered as a private company under the relevant
provisions of the Act.
13. Disclosure of Interests in Celltech
Save for the 493,029 Celltech Shares in respect of which
UCB has received irrevocable undertakings to accept the
Offer, neither UCB nor any of the directors of UCB nor
any other UCB subsidiary, nor, so far as UCB is aware,
any person acting in concert with UCB for the purposes
of the Offer, owns, controls or holds any Celltech
Shares or any securities convertible or exchangeable
into, or rights to subscribe for, purchase or holds any
options to purchase any Celltech Shares or has entered
into any derivative referenced to Celltech Shares which
remains outstanding.
14. Overseas Celltech Shareholders
The availability of the Offer to persons not resident in
the United Kingdom may be affected by the laws of the
relevant jurisdiction. Persons who are not resident in
the United Kingdom should inform themselves about and
observe any applicable requirements.
Under the terms of the Offer, holders of Celltech Shares
and holders of Celltech ADSs who are located in Belgium,
Canada, Australia, Japan or the United States or who are
US persons will not be eligible to receive Loan Notes.
Notwithstanding the foregoing, UCB retains the right to
permit the Offer to be accepted and any sale of
securities pursuant to the Offer to be completed if, in
its sole discretion, it is satisfied that the
transaction in question can be undertaken in compliance
with applicable law and regulation.
Lazard Freres & Co. LLC is acting as the dealer manager
for the Offer in the United States.
15. Collaboration Agreement
Celltech has announced today that it has entered into an
agreement with UCB for the worldwide development and
marketing of CDP870, Celltech's anti-TNF-alpha PEGylated
antibody fragment.
Under the terms of the agreement, Celltech grants UCB
co-exclusive worldwide rights to develop and
commercialise CDP870. The license is exclusive for
rheumatoid arthritis and other indications, excluding
Crohn's disease. UCB will be responsible for the conduct
of future clinical studies and all commercialisation
activities with CDP870 other than in Crohn's disease,
and will pay Celltech a significant royalty on sales in
these indications. UCB will also make progress-related
payments to Celltech dependent upon attaining certain
project related milestones. Celltech retains
manufacturing rights and will supply all CDP870 material
for commercialisation, and will discharge all royalties
due to third parties. Celltech retains exclusive rights
for the development and commercialisation of CDP870 in
Crohn's disease in North America, major European
markets, Australia and New Zealand with UCB having
development and commercialisation rights in other
territories.
The CDP870 license agreement is not conditional upon the
success of the proposed Offer for Celltech by UCB.
General
The Offer will be made on the terms and subject to the conditions set out herein and in Appendix I, and to be set out in the Offer Document and the accompanying Acceptance Forms. These will be despatched to Celltech Shareholders and holders of Celltech ADSs and for information only, to participants in the Celltech Share Schemes, in due course. The Offer and acceptances thereof will be governed by English law. The Offer will be subject to the applicable requirements of the City Code, the Panel, the London Stock Exchange, the UK Listing Authority and the Exchange Act.
The availability of the Offer to persons not resident in the United Kingdom or the United States may be affected by the laws of the relevant jurisdictions. Such persons should inform themselves of, and observe, any applicable requirements.
Details of the sources and bases of certain information set out in this announcement are included in Appendix II. Certain terms used in this announcement are defined in Appendix III.
The Offer will be made by UCB and (outside the United States) by Lazard on its behalf.
In connection with the Offer, Panmure Gordon, a division of Lazard is acting as broker to UCB.
Celltech confirms that its current issued share capital (including those represented by Celltech ADSs) comprises 278,128,673 ordinary shares of 50 pence each. The International Securities Identification Number for Celltech Shares is GB0001822765. There are 2,919,709 Celltech ADSs in issue, each Celltech ADS representing two Celltech Shares. The International Securities Identification Number for Celltech ADSs is US1511581027.
Lazard is acting for UCB and no one else in connection with the Offer and will not be responsible to anyone other than UCB for providing the protections afforded to clients of Lazard or for providing advice in connection with the Offer, the contents of this announcement or any transaction or arrangement referred to herein.
Morgan Stanley is acting for Celltech and no one else in connection with the Offer and will not be responsible to anyone other than Celltech for providing the protections afforded to clients of Morgan Stanley or for providing advice in connection with the Offer, the contents of this announcement or any transaction or arrangement referred to herein.
JPMorgan is acting for Celltech and no one else in connection with the Offer and will not be responsible to anyone other than Celltech for providing the protections afforded to clients of JPMorgan or for providing advice in connection with the Offer, the contents of this announcement or any transaction or arrangement referred to herein.
This press 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 will be made solely by means of an Offer Document and the Acceptance Forms accompanying the Offer Document, which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. In the United States, UCB will file a Tender Offer Statement containing the Offer Document and other related documentation with the SEC on Schedule TO and Celltech will file a Solicitation/Recommendation Statement with the SEC on Schedule 14D-9 on the date the Offer Document is mailed to Celltech Shareholders. Free copies of the Schedule TO, the Schedule 14D-9 and the other related documents to be filed by Celltech or UCB in connection with this Offer will be available from the date the Offer Document is mailed to Celltech Shareholders on the SEC's website at http://www.sec.gov. The Offer Document and Acceptance Forms accompanying the Offer Document will be made available to all Celltech Shareholders at no charge to them. Celltech Shareholders are advised to read the Offer Document and the accompanying Acceptance Forms when they are sent to them because they will contain important information. Celltech Shareholders in the United States are also advised to read the Tender Offer Statement and the Solicitation/Recommendation Statement because they will contain important information.
It should be noted that by virtue of the conflicting provisions of the City Code and the Exchange Act, the Panel has agreed that the Acceptance Condition can be structured so that the Offer cannot become or be declared unconditional as to acceptances until such time as all other conditions of the Offer have been satisfied, fulfilled or, to the extent permitted, waived. The Acceptance Condition in paragraph (a) of Appendix I has been amended accordingly.
Unless otherwise determined by UCB and permitted by applicable law and regulation, the Offer (including the Loan Note Alternative) will not be 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 will it be made in or into Belgium, Australia or Japan and the Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or from within Belgium, Australia, Canada or Japan. Accordingly, unless otherwise determined by UCB and permitted by applicable law and regulation, neither copies of this announcement nor any other documents relating to the Offer are being, or may be, mailed or otherwise forwarded, distributed or sent in or into Belgium, 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 have not been, and will not be, listed on any stock exchange and have not been and will not be registered under the Securities Act or under any relevant securities laws of any state or other jurisdiction of the United States, or under the relevant securities laws of Belgium, 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, Belgium, 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 Belgium, Australia, Canada or Japan or any other such jurisdiction.
The Panel wishes to draw the attention of member firms of the New York Stock Exchange 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. Celltech has equity securities traded on the London Stock Exchange and the New York Stock Exchange.
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 Celltech Shares, Celltech ADSs, instruments convertible into Celltech Shares or Celltech ADSs and options in respect of any of the foregoing and derivatives referenced to any of the foregoing. 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 12:00 noon (London time), 7:00 a.m. (New York City time), on the business day following the date of the dealing transaction. These disclosures should be sent to a Regulatory Information Service and a copy faxed to the Panel (+44 (0) 20 7638 1554).
The Panel requests that member firms advise those of their clients who wish to deal in the relevant securities of Celltech, 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).
The directors of UCB accept responsibility for the information contained in this announcement, other than that relating to the Celltech Group, the directors of Celltech and their immediate families, related trusts and persons connected with them, for which the directors of Celltech accept responsibility as set out below. To the best of the knowledge and belief of the directors of UCB (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they are responsible is in accordance with the facts and does not omit anything to affect the import of such information.
The directors of Celltech accept responsibility for the information contained in this announcement relating to the Celltech Group, themselves and their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the directors of Celltech (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.
This press announcement includes "forward-looking statements" relating to the Offer, UCB and Celltech that are subject to known and unknown risks and uncertainties many of which are outside of UCB's and Celltech's control and are difficult to predict, that may cause actual results to differ materially from any future results expressed or implied from such forward-looking statements. Important factors that could cause actual results to differ materially from such expectations include, without limitation: the inability to obtain necessary regulatory approvals in the context of the Offer or to obtain them on acceptable terms; the inability to integrate successfully Celltech within UCB or to realise synergies from such integration following the acquisition; costs related to the acquisition of Celltech; the economic environment of the industries in which UCB and Celltech operate; costs associated with research and development; changes in the prospects for products in the research and development pipeline of UCB or Celltech; dependence on the existing management of UCB and Celltech; changes or uncertainties in UK or US federal or state tax laws or the administration of such laws; changes or uncertainties in the laws or regulations applicable to the markets in which UCB and Celltech operate, including those of the Federal Drug Administration in the United States; and other factors detailed in Celltech's filings with the SEC.
APPENDIX I
CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER
The Offer will be subject to the following conditions:
(a) valid acceptances of the Offer being received (and not,
where permitted, withdrawn) by 3.00 p.m. (London time),
10.00 a.m. (New York City time) on the twentieth US
business day following the posting of the Offer Document
or such later time(s) and/or date(s) as UCB may, subject
to the rules of the City Code and in accordance with the
Exchange Act, decide in respect of not less than 90 per
cent. in nominal value (or such lesser percentage as UCB
may decide) of the Celltech Shares (including Celltech
Shares represented by Celltech ADSs) to which the Offer
relates, provided that this condition will not be
satisfied unless UCB and/or any of its wholly-owned
subsidiaries shall have acquired, or agreed to acquire,
pursuant to the Offer or otherwise, Celltech Shares
(including Celltech Shares represented by Celltech ADSs)
carrying, in aggregate more than 50 per cent. of the
voting rights normally exercisable at a general meeting of
Celltech, including for this purpose (to the extent, if
any, required by the Panel) any such voting rights
attaching to any Celltech Shares (including Celltech
Shares represented by Celltech ADSs) that are
unconditionally allotted or issued before the Offer
becomes or is declared unconditional as to acceptances
whether pursuant to the exercise of any outstanding
subscription or conversion rights or otherwise, and for
the purposes of this condition:
(i) Celltech Shares (including Celltech Shares
represented by Celltech ADSs) which have been
unconditionally allotted but not issued shall be
deemed to carry the voting rights they will carry on
issue;
(ii) the expression "Celltech Shares (including Celltech
Shares represented by Celltech ADSs) to which the
Offer relates" shall be construed in accordance with
sections 428 to 430F of the Companies Act; and
(iii) valid acceptances also shall be treated as having
been received in respect of any Celltech Shares
(including Celltech Shares represented by Celltech
ADSs) which UCB shall, pursuant to section 429(8) of
the Companies Act, be treated as having acquired or
contracted to acquire by virtue of acceptance of the
Offer;
provided further that unless UCB otherwise determines, this
condition (a) shall be capable of being satisfied only at a
time when all of the other conditions (b) to (m) inclusive
have been either satisfied, fulfilled or, to the extent
permitted, waived;
(b) subject to condition (e) below:
(i) the UK Office of Fair Trading ("OFT") indicating in
terms reasonably satisfactory to UCB that it does
not believe that the proposed acquisition of
Celltech by UCB (the "Transaction") creates a
relevant merger situation within the meaning of
section 23 of the Enterprise Act 2002 ("EA"); or
(ii) the OFT indicating in terms reasonably satisfactory
to UCB that it has decided not to refer the
Transaction or any part of it to the Competition
Commission ("CC"); or
(iii) the period for considering any merger notice given
to the OFT under section 96 of the EA by UCB having
expired without any such reference being made,
provided that sections 100(1)(a), (d) and (f) of the
EA do not apply in relation to such merger;
(c) subject to condition (e) below, UCB obtaining an approval,
or being deemed to have obtained an approval, from the
German competition authority, the Federal Cartel Office
("Bundeskartellamt"), in terms reasonably satisfactory to
UCB, in relation to the Transaction;
(d) subject to condition (e) below, if the Transaction
requires notification to the Austrian Cartel Court under
the Austrian Cartel Act ("Cartel Act"), then:
(i) the Austrian Cartel Court issuing a clearance
certificate pursuant to Section 42b (1) Cartel Act,
in terms reasonably satisfactory to UCB; or
(ii) the four week period under Section 42b (1) Cartel
Act expiring without an in-depth investigation
having been opened or requested; or
(iii) the Austrian Cartel Court not prohibiting the
Transaction within a period of five months from the
receipt of the complete notification; or
(iv) the Austrian Cartel Court issuing a final order
pursuant to Section 42b (2) no 1 Cartel Act which
sets forth that the Transaction does not constitute
a concentration within the meaning of Section 41
Cartel Act; or
(v) the Austrian Cartel Court issuing a final order
pursuant to Section 42b (2) no 3 Cartel Act which
sets forth, in terms reasonably satisfactory to UCB,
that the concentration will not be prohibited;
(e) if a request to the European Commission is made by the
competent authorities of one or more Member States under
Article 22 of Council Regulation (EC) No 139/2004 (the
"Regulation") in relation to the Transaction or any part
of it and is accepted by the European Commission:
(i) the European Commission issuing a decision pursuant
to Article 6(1)(b) of the Regulation in terms
reasonably satisfactory to UCB declaring that the
Transaction or, if applicable, the relevant part of
the Transaction, is compatible with the common
market; and
(ii) to the extent that the OFT retains jurisdiction over
any part of the Transaction, one of the conditions
set out in conditions (b)(i) to (iii) above being
satisfied in relation to each such part of the
Transaction; and
(iii) to the extent that the Bundeskartellamt retains
jurisdiction over any part of the Transaction, the
condition set out in condition (c) above being
satisfied in relation to each such part of the
Transaction; and
(iv) to the extent that the Austrian Cartel Court retains
jurisdiction over any part of the Transaction, one
of the conditions set out in conditions (d)(i) to
(v) above being satisfied in relation to each such
part of the Transaction;
(f) all required filings having been made under the United
States Hart-Scott-Rodino Antitrust Improvements Act of
1976 (as amended) and the rules and regulations thereunder
and all applicable waiting periods with respect thereto
having expired or been terminated as appropriate, in each
case in connection with the Transaction;
(g) all necessary notifications and filings required by law or
regulation having been made, all or any applicable waiting
and other time periods (including any extensions thereof
(including requests for additional information)) under any
applicable legislation or regulation of any jurisdiction
having expired, lapsed or terminated and any approvals or
clearances required by law or regulation having been
obtained to the reasonable satisfaction of UCB as
appropriate, in each case, in respect of the Offer, its
implementation and the acquisition of any shares in, or
control of, Celltech (or any member of the Celltech Group)
by UCB or any member of the UCB Group and all necessary
statutory and regulatory obligations in connection with
the Offer in any jurisdiction having been complied with;
(h) other than investigations and waiting periods listed in
condition (g), no central bank, government or
governmental, quasi-governmental, supranational, statutory
or regulatory body or association, institution or agency
(including any trade agency) or any court or other body
(including any professional or environmental body) or
person in any jurisdiction (each a "Relevant Authority")
having decided to take, instituted or threatened any
action, proceeding, suit, investigation, enquiry or
reference or enacted, made or proposed and there not
continuing to be outstanding any statute, regulation,
order or decision that would or might reasonably be
expected to:
(i) make the Offer, its implementation or the
acquisition or the proposed acquisition of any
Celltech Shares (including Celltech Shares
represented by Celltech ADSs) in, or control of,
Celltech by any member of the UCB Group void,
unenforceable or illegal or directly or indirectly
prohibit or restrict, delay or interfere with the
implementation of, or impose material additional
conditions or obligations with respect to, or
otherwise challenge, the Offer, its implementation
or the acquisition of any shares in, or control of,
Celltech by any member of the UCB Group;
(ii) result in a delay in the ability of UCB or any
member of the UCB Group, or render UCB or any
member of the UCB Group unable, to acquire all of
the Celltech Shares (including Celltech Shares
represented by Celltech ADSs) or require a
divestiture by UCB or any member of the UCB Group
of any Celltech Shares (including Celltech Shares
represented by Celltech ADSs);
(iii) require, prevent or materially delay the
divestiture (or alter the terms of any proposed
divestiture) by any member of the Wider UCB Group
or any member of the Wider Celltech Group of all or
any part of their respective businesses, assets or
properties or impose any limitation on their
ability to conduct all or any part of their
respective businesses and to own any of their
respective assets or properties to an extent which
is material in the context of the Wider Celltech
Group taken as a whole or the UCB Group taken as a
whole (as the case may be);
(iv) impose any material limitation on, or result in any
material delay in, the ability of any member of the
UCB Group to acquire or hold Celltech Shares
(including Celltech Shares represented by Celltech
ADSs) or other securities (or the equivalent) in
any member of the Celltech Group or to exercise
effectively, directly or indirectly, all or any
rights of ownership of Celltech Shares (including
Celltech Shares represented by Celltech ADSs) or
other securities (or the equivalent) in, or to
exercise management control over, any member of the
Celltech Group or on the ability of any member of
the Celltech Group to hold or exercise effectively,
directly or indirectly, all or any rights of
ownership of shares or other securities (or the
equivalent) in, or to exercise management control
over, any other member of the Celltech Group;
(v) result in any member of the Celltech Group ceasing
to be able to carry on business under any name
which it presently does so to an extent which is
material in the context of the Wider Celltech Group
taken as a whole or the UCB Group taken as a whole
(as the case may be);
(vi) require any member of the UCB Group or of the
Celltech Group to acquire or offer to acquire any
shares or other securities (or the equivalent) in
any member of the Celltech Group or any member of
the Wider UCB Group owned by any third party (other
than in the implementation of the Offer) to an
extent which is material in the context of the
Wider Celltech Group taken as a whole or the UCB
Group taken as a whole (as the case may be);
(vii) impose any limitation on the ability of any member
of the Wider UCB Group or the Celltech Group to
integrate or co-ordinate its business, or any part
of it, with the businesses or any part of the
businesses of any other member of the Wider UCB
Group and/or the Celltech Group to an extent which
is material in the context of the Wider Celltech
Group taken as a whole or the UCB Group taken as a
whole (as the case may be); or
(viii) otherwise adversely affect the business, assets,
financial or trading position or profits or
prospects of any member of the Wider UCB Group or
of the Wider Celltech Group in a manner which is
adverse to and material in the context of the UCB
Group taken as a whole or the Wider Celltech Group
taken as a whole (as the case may be),
and all applicable waiting and other time periods
during which any such Relevant Authority could
decide to take, institute, implement or threaten
any such action, proceeding, suit, investigation,
enquiry or reference having expired, lapsed or been
terminated;
(i) all notifications and filings have been made in connection
with the Offer and all authorisations, orders, grants,
recognitions, confirmations, licences, consents,
clearances, certificates, permissions and approvals
("Authorisations") necessary or appropriate in any
jurisdiction for, in respect of or resulting from the
Offer, its implementation or the proposed acquisition by
UCB or any member of the UCB Group of any shares in
Celltech or control of Celltech (or any member of the
Celltech Group) being obtained in terms and in a form
reasonably satisfactory to UCB from appropriate Relevant
Authorities or from any persons or bodies with whom any
member of the Wider UCB Group or the Celltech Group has
entered into contractual arrangements and such
authorisations, together with all authorisations necessary
or appropriate for any member of the Celltech Group to
carry on its business where such business is material in
the context of the Wider Celltech Group as a whole
remaining in full force and effect and no intimation of
any intention to revoke, suspend, restrict or modify or
not to renew any such authorisations having been made;
(j) save as fairly disclosed in the annual report and accounts
of the Celltech Group for the year ended 31 December 2003,
or by or on behalf of Celltech to UCB, or as publicly
announced to a Regulatory Information Service by or on
behalf of Celltech, (in each such case) prior to 18 May
2004, there being no provision of any agreement,
arrangement, lease, licence, permit or other instrument to
which any member of the Wider Celltech Group is a party or
by or to which any such member or any of its assets is or
may be bound, entitled or subject which, as a result of
the making of the Offer, its implementation or the
acquisition or proposed acquisition by UCB of any shares
in, or change in the control or management of, Celltech or
otherwise, would or might reasonably be expected to result
in, and no event having occurred which, under any
provision of any agreement, arrangement, licence, permit
or other instrument to which any member of the Wider
Celltech Group is a party or by or to which any such
member or any of its assets may be bound, entitled or
subject, could reasonably be expected to result in, to an
extent which is, in any case, material in the context of
the Wider Celltech Group taken as a whole:
(i) any monies borrowed by or any other indebtedness
(actual or contingent) of any such member being or
becoming repayable or being capable of being
declared repayable immediately or earlier than the
stated repayment date or the ability of such member
to borrow monies or incur any indebtedness being
withdrawn or inhibited or any such arrangement,
agreement, licence or instrument relating to any
monies borrowed or indebtedness being terminated or
modified or any onerous obligations arising or any
action being taken or arising thereunder;
(ii) the creation or enforcement of any mortgage, charge
or other security interest over the whole or any
part of the business, property or assets of any
such member or any such security interest (whenever
arising or having arisen) becoming enforceable;
(iii) any assets or interests of any such member being or
falling to be disposed of or charged or any right
arising under which any such asset or interest
could be required to be disposed of or charged
other than in the ordinary course of business;
(iv) the interest or business of any such member in or
with any other person, firm or company (or any
agreements or arrangements relating to such
interest or business) being terminated or adversely
modified or affected;
(v) any such member ceasing to be able to carry on
business under any name under which it presently
does so;
(vi) the value of any such member or its financial or
trading position or profits or prospects being
prejudiced or adversely affected;
(vii) any such agreement, arrangement, licence or other
instrument being terminated or adversely modified
or any onerous obligation arising or any adverse
action being taken or arising thereunder; or
(viii) the creation of any liabilities (actual or
contingent) by any such member;
(k) since 31 December 2003 (except as publicly announced to a
Regulatory Information Service by or on behalf of Celltech
before 18 May 2004 or as fairly disclosed in the annual
report and accounts of the Celltech Group for the year
ended 31 December 2003, or by or on behalf of Celltech to
UCB prior to 18 May 2004), no member of the Celltech Group
having:
(i) save as between Celltech and its wholly-owned
subsidiaries prior to 18 May 2004 or upon the
exercise of rights to subscribe for Celltech Shares
pursuant to options granted under the Celltech
Share Option Schemes prior to such date, issued or
agreed to issue or authorised the issue of
additional shares of any class, or securities
convertible into or exchangeable for, or rights,
warrants or options to subscribe for or acquire,
any such shares or convertible securities;
(ii) recommended, declared, paid or made or proposed to
recommend, declare, pay or make any bonus issue,
dividend or other distribution, whether payable in
cash or otherwise, other than a distribution by any
wholly-owned subsidiary of Celltech to Celltech or
any of its wholly owned subsidiaries;
(iii) save for transactions between Celltech and its
wholly-owned subsidiaries, implemented or
authorised any merger or demerger or acquired or
disposed of or, other than in the ordinary course
of business, transferred, mortgaged or charged, or
created any other security interest over, any
material asset or any right, title or interest in
any material asset;
(iv) implemented or authorised any reconstruction,
amalgamation or scheme of arrangement;
(v) other than between Celltech and its wholly-owned
subsidiaries or between such wholly-owned
subsidiaries, purchased, redeemed or repaid any of
its own shares or other securities or reduced or
made or authorised any other change in its share
capital;
(vi) other than between Celltech and its wholly-owned
subsidiaries or between such wholly-owned
subsidiaries, made or authorised any change in its
loan capital or issued or authorised the issue of
any debentures or incurred or increased any
indebtedness or contingent liability;
(vii) entered into, varied or terminated, or authorised
the entry into, variation or termination of, any
contract, commitment, agreement, proposal or
arrangement (whether in respect of capital
expenditure or otherwise) which is outside the
ordinary course of trading or which is of a
long-term, onerous or unusual nature or magnitude
or which involves or could involve an obligation of
a nature or magnitude which is material in the
context of the Wider Celltech Group (taken as a
whole) or which is or is likely to be restrictive
on the business of any member of the Wider Celltech
Group or the Wider UCB Group to an extent which is
material in the context of the Wider Celltech Group
or the UCB Group (as appropriate) taken as a whole;
(viii) been unable, or admitted in writing that it is
unable, to pay its debts or having stopped or
suspended (or threatened to stop or suspend)
payment of its debts generally or ceased or
threatened to cease carrying on all or a
substantial part of its business;
(ix) taken any corporate action or had any legal
proceedings started or threatened against it for
its winding-up (voluntary or otherwise),
dissolution or reorganisation (or for any analogous
proceedings or steps in any jurisdiction) or for
the appointment of a receiver, administrator,
administrative receiver, trustee or similar officer
(or for the appointment of any analogous person in
any jurisdiction) of all or any of its assets and
revenues or appointed any analogous person in any
jurisdiction;
(x) waived, compromised or settled any claim which is
material;
(xi) entered into or varied the terms of any service
agreement or arrangement with any director or
senior executive of Celltech;
(xii) made or consented to any significant change to the
terms of the trust deeds constituting the pension
schemes established for its directors and/or
employees and/or their dependants or to the
benefits which accrue, or to the pensions which are
payable thereunder, or to the basis on which
qualification for or accrual or entitlement to such
benefits or pensions are calculated or determined,
or to the basis upon which the liabilities
(including pensions) of such pension schemes are
funded or made, or agreed or consented to any
change to the trustees; or
(xiii) entered into any contract, commitment or
arrangement or passed any resolution or made any
offer (which remains open for acceptance) with
respect to, or proposed or announced any intention
to effect or propose, any of the transactions,
matters or events referred to in sub-paragraphs (i)
to (xii) of this condition (k);
(l) since 31 December 2003 (except as publicly announced to a
Regulatory Information Service by or on behalf of Celltech
before 18 May 2004 or as fairly disclosed in the annual
report and accounts of the Celltech Group for the year
ended 31 December 2003, or by or on behalf of Celltech to
UCB prior to 18 May 2004):
(i) no adverse change having occurred in the business,
assets, financial or trading position or profits or
prospects of any member of the Wider Celltech Group
to an extent which is material to the Wider Celltech
Group taken as a whole;
(ii) no litigation, arbitration proceedings, prosecution
or other legal proceedings having been threatened,
announced, instituted or remaining outstanding by,
against or in respect of any member of the Wider
Celltech Group or to which any member of the Wider
Celltech Group is a party (whether as claimant or
defendant or otherwise) and no investigation by any
Relevant Authority or other investigative body
against or in respect of any member of the Celltech
Group having been threatened, announced, instituted
or remaining outstanding by, against or in respect
of any member of the Wider Celltech Group which, in
any such case, might be reasonably likely to
adversely affect any member of the Wider Celltech
Group to an extent which is material to the Wider
Celltech Group (taken as a whole); and
(iii) no contingent or other liability having arisen which
would or might be reasonably likely to adversely
affect any member of the Wider Celltech Group to an
extent which is material to the Wider Celltech Group
taken as a whole;
(m) except as fairly disclosed to UCB in the annual report and
accounts of the Celltech Group for the year ended 31
December 2003, or by or on behalf of Celltech prior to 18
May 2004, UCB not having discovered that:
(i) any financial, business or other information
concerning the Wider Celltech Group disclosed at any
time by or on behalf of any member of the Wider
Celltech Group is misleading, contains a
misrepresentation of fact or omits to state a fact
necessary to make the information contained therein
not misleading and which is material in the context
of the Wider Celltech Group (taken as a whole);
(ii) any member of the Wider Celltech Group is subject to
any liability, contingent or otherwise, which should
have been but is not disclosed in the annual report
and accounts of Celltech for the year ended 31
December 2003 and which is material in the context
of the Wider Celltech Group (taken as a whole);
(iii) any past or present member of the Wider Celltech
Group has failed to comply in any material respect
with any applicable legislation or regulations of
any jurisdiction or any notice or requirement of any
Relevant Authority with regard to the storage,
disposal, discharge, spillage, release, leak or
emission of any waste or hazardous or harmful
substance or any substance likely to impair the
environment or harm human or animal health or
otherwise relating to environmental matters or that
there has been any such storage, presence, disposal,
discharge, spillage, release, leak or emission
(whether or not the same constituted non-compliance
by any person with any such legislation or
regulation, and whenever the same may have taken
place), any of which non-compliance would be likely
to give rise to any material liability (whether
actual or contingent) or cost on the part of any
member of the Wider Celltech Group and which is
material in the context of the Wider Celltech Group
(taken as a whole); or
(iv) there is, or is reasonably likely to be, any
material obligation or liability (whether actual or
contingent) to make good, repair, re-instate or
clean up any property now or previously owned,
occupied, operated or made use of or controlled by
any past or present member of the Celltech Group
under any environmental legislation, regulation,
notice, circular or order of any Relevant Authority
in any jurisdiction, in each case to an extent which
is material in the context of the Wider Celltech
Group (taken as a whole).
If UCB is required by the Panel to make an offer for Celltech Shares under the provisions of Rule 9 of the City Code, then UCB may make such alterations to any of the above conditions as are necessary to comply with the provisions of that Rule.
UCB reserves the right to waive all or any of conditions (b) to (m) above inclusive, in whole or in part. The Offer will lapse unless all the above conditions are fulfilled or (if capable of waiver) waived or, where appropriate, determined by UCB to have been or remain satisfied by 3.00 p.m. (London time), 10.00 a.m. (New York City time) on the twentieth US business day following the posting of the Offer Document (or such later date as UCB may determine, in accordance with the City Code and the Exchange Act). UCB shall be under no obligation to waive or treat as fulfilled any of conditions (b) to (m) inclusive by a date earlier than the latest date for the fulfilment thereof notwithstanding that the other conditions of the Offer may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such conditions may not be capable of fulfilment.
If before 3.00 p.m. (London time), 10.00 a.m. (New York City time) on the twentieth US business day following the posting of the Offer Document or the date when the Offer becomes unconditional as to acceptances (whichever is the later):
(i) the OFT has referred the Offer to the Competition
Commission; or
(ii) the European Commission has initiated proceedings in
respect of the Offer under Article 6(1)(c) of the
Regulation,
the Offer will lapse.
For the purposes of this Appendix:
"Wider Celltech Group" means Celltech and its subsidiary undertakings, associated undertakings and any other undertakings in which Celltech and such undertakings (aggregating their interests) have a substantial interest; and
"Wider UCB Group" means UCB and its subsidiary undertakings, associated undertakings and any other undertakings in which UCB and such undertakings (aggregating their interests) have a substantial interest.
For these purposes "subsidiary undertaking", "associated undertaking" and "undertaking" have the meanings given by the Companies Act 1985 (but for these purposes ignoring paragraph 20(1)(b) of Schedule 4A to the Companies Act 1985) and "substantial interest" means a direct or indirect interest in 20 per cent. of more of the equity capital of an undertaking.
APPENDIX II
SOURCES OF INFORMATION AND BASES OF CALCULATION
(a) The value placed by the Offer on the existing share
capital of Celltech is based on 278,128,673 Celltech
Shares in issue on 17 May 2004.
(b) The closing middle-market prices of Celltech Shares are
derived from the London Stock Exchange Daily Official List
for the relevant dates.
(c) Unless otherwise stated, the financial information
relating to Celltech is extracted from the audited
financial statements of Celltech for the financial year
ended 31 December 2003.
(d) The value as stated in the announcement placed on the
existing share capital of UCB is based on 145,933,000 UCB
shares in issue on 17 May 2004.
(e) The closing middle-market prices of UCB shares are derived
from the Euronext La Cote Officielle for the relevant
dates.
(f) Unless otherwise stated, the financial information
relating to UCB is extracted from the audited financial
statements of UCB for the financial year ended 31 December
2003.
Exchange rates
Exchange rates of GBP 1 : USD 1.7675 and GBP 1 : Euro
1.4721 as per Bloomberg at 4.30 p.m. London time 17th May
2004 have been used throughout this announcement.
APPENDIX III
DEFINITIONS
The following definitions apply throughout this announcement unless
the context otherwise requires:
"Acceptance Condition" the condition as set out in
paragraph (a) of Appendix I to
this announcement
"Acceptance Forms" the Form of Acceptance and, in
relation to holders of Celltech
ADSs only, the Letter of
Transmittal and the Notice of
Guaranteed Delivery, relating
to the Offer
"Act" or "Companies Act" the Companies Act 1985, as
amended
"business day" any day, other than a Saturday
or Sunday or a public holiday
in the UK, consisting of the
time period from 12:01 a.m.
until and including 12:00
midnight (London time)
"Celltech" or the "Company" Celltech Group plc
"Celltech Group" or the "Group" Celltech and its subsidiary
undertakings and, where the
context permits, each of them
"Celltech ADRs" American Depositary Receipts
issued by Celltech under the
deposit agreement representing
the right to Celltech ADSs
"Celltech ADSs" American Depositary Shares,
each representing two Celltech
Shares, evidenced by Celltech
ADRs
"Celltech Shareholders" holders of Celltech Shares from
time to time
"Celltech Share Plans" The Celltech Group plc
Sharesave Scheme, the
Chiroscience Group Sharesave
Scheme, the Celltech Group 1993
Savings Related Share Option
Scheme, the Celltech Group 1993
Executive Share Option Scheme,
the Chiroscience 1997 All
Employee Share Option Scheme,
the Chiroscience Group (No. 1)
Executive Share Option Scheme,
the Chiroscience Group (No. 2)
Executive Share Option Scheme,
the Darwin Molecular
Technologies, Inc. 1993 Stock
Option Plan, the Medeva Plc
1996 Executive Share Option
Scheme, the Medeva Plc
Executive Share Option Scheme,
the Medeva Plc United States
Executive Stock Option Plan,
the Celltech Chiroscience
Executive Share Option Scheme
1999, the Celltech Group plc
2001 Discretionary Share Option
Scheme and the Celltech
Deferred Bonus Plan
"Celltech Share(s)" the existing unconditionally
allotted or issued and fully
paid ordinary shares of 50
pence each in the capital of
Celltech (including those
represented by Celltech ADSs)
and any further such shares
which are unconditionally
allotted or issued prior to the
time at which the Offer ceases
to be open for acceptance (or,
subject to the provisions of
the City Code, such earlier
time and/or date as UCB may
decide)
"City Code" The City Code on Takeovers and
Mergers
"Directors" or "Celltech Board" the directors of Celltech
"Euro" euros, the lawful currency of
the Euro-zone
"Exchange Act" the United States Securities
Exchange Act of 1934 (as
amended) and the rules and
regulations promulgated
thereunder
"Form of Acceptance" the form of acceptance,
authority and election for use
by Celltech Shareholders in
connection with the Offer
"FSA" Financial Services Authority
"JPMorgan" J.P. Morgan plc
"Lazard" Lazard & Co., Limited
"Letter of Transmittal" in relation to Celltech ADSs,
the letter of transmittal
relating to the Offer which is
being sent with the Offer
Document for use by holders of
Celltech ADSs wishing to accept
the Offer
"LIBOR" the interest rate offered in
the market for London
inter-bank six month sterling
deposits on the first business
day of the relevant interest
period which appears on the
Telerate page 3750 at or about
11:00 a.m. on the same date
"Loan Note Alternative" the alternative under the Offer
whereby Celltech Shareholders
(other than certain Overseas
Shareholders) who validly
accept the Offer may elect to
receive Loan Notes instead of
all or part of the cash
consideration to which they
would otherwise have been
entitled under the Offer
"Loan Notes" the loan notes of UCB to be
issued pursuant to the Loan
Note Alternative
"London Stock Exchange" London Stock Exchange plc
"Morgan Stanley" Morgan Stanley & Co. Limited
"Morgan Stanley Group" Morgan Stanley Dean Witter &
Co. and its affiliates
"New York Stock Exchange" or New York Stock Exchange, Inc.
"NYSE"
"Notice of Guaranteed Delivery" the notice of guaranteed
delivery relating to the Offer
for use by holders of Celltech
ADSs, which will accompany the
Offer Document
"Offer" the recommended cash offer to
be made by UCB and outside the
United States by Lazard on its
behalf to acquire the whole of
the issued and to be issued
share capital of Celltech, on
the terms and subject to the
conditions to be set out in the
Offer Document and the
Acceptance Forms including,
where the context so requires,
any subsequent revision,
variation, extension or renewal
of such offer
"Offer Document" the document containing and
setting out the terms and
conditions of the Offer to be
sent to Celltech Shareholders
"Official List" the Official List of the UK
Listing Authority
"Overseas Celltech Celltech Shareholders who are
Shareholders" resident in or nationals or
citizens of jurisdictions
outside the United Kingdom or
United States or who are
nominees of, or custodians or
trustees for, citizens or
nationals of other countries
"Panel" the Panel on Takeovers and
Mergers
"SEC" the United States Securities
and Exchange Commission
"Securities Act" the United States Securities
Act of 1933 (as amended) and
the rules and regulations
promulgated thereunder
"Sterling" or "GBP" pounds sterling, the lawful
currency of the United Kingdom
"UCB" UCB S.A.
"UCB Group" UCB and its subsidiary
undertakings and, where the
context admits, each of them
"UCB Shares" the shares of UCB S.A.
"UK" or "United Kingdom" United Kingdom of Great Britain
and Northern Ireland
"UK Listing Authority" the FSA acting in its capacity
as the competent authority for
listing under Part VI of the
Financial Services and Markets
Act 2000
"United States" or "US" the United States of America,
its territories and
possessions, any State of the
United States of America and
the District of Columbia
"US business days" any day, other than Saturday,
Sunday or a federal holiday in
the United States and
consisting of the time period
from 12:01 am to 12:00 midnight
Eastern (US) time
"US dollar" or "USD" the lawful currency of the
United States
"US Person" a US person as defined in
Regulation S under the
Securities Act
All times referred to are London time unless otherwise stated.
This information is provided by RNS
The company news service from the London Stock Exchange