Tepnel Shareholders Approve Acquisition by Gen-Probe Incorporated
Published: Mar 16, 2009
SAN DIEGO, March 16 /PRNewswire-FirstCall/ -- Gen-Probe Incorporated announced that shareholders of Tepnel Life Sciences, PLC (AIM: TED) approved the acquisition of Tepnel by Gen-Probe by the requisite majorities at Court and General Meetings held in London earlier today.
More than 99% of Tepnel shareholders voted in favor of the acquisition, which was first announced on January 30, 2009 and is structured as a "scheme of arrangement" under English law. The transaction is expected to close on or around April 8, pending additional court proceedings.
Additional information about today's meetings can be found on the investor relations section of Tepnel's website at: http://miranda.hemscott.com/servlet/HsPublic?context=ir.access.jsp&ir_client_id=2374&ir_option=RNS_HEADLINES&transform=investor_home&links=home&disclaimer=prices&side=shareprice.
Discussion of Dealing Disclosure Requirements Under UK Law
Under the provisions of Rule 8.3 of the UK Takeover Code (the "Code"), if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of Tepnel, all "dealings" in any "relevant securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3:30 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Tepnel, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of Tepnel by the offeror or Tepnel, or by any of their respective "associates", must be disclosed by no later than 12:00 noon (London time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at http:\\www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the Takeover Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, please contact an independent financial adviser authorized under the Financial Services and Markets Act 2000, consult the Takeover Panel's website at http:\\www.thetakeoverpanel.org.uk, or contact the Takeover Panel at +44 (0) 20 7638 0129; fax +44 (0) 20 7236 7013.
Tepnel Life Sciences is a UK-based international life sciences products and services group with two divisions, molecular diagnostics and research products and services. The company has laboratories, manufacturing and operations in the United States, UK, France and Belgium with over 200 employees.
Gen-Probe Incorporated is a global leader in the development, manufacture and marketing of rapid, accurate and cost-effective nucleic acid tests (NATs) that are used primarily to diagnose human diseases and screen donated human blood. Gen-Probe has more than 25 years of NAT expertise, and received the 2004 National Medal of Technology, America's highest honor for technological innovation, for developing NAT assays for blood screening. Gen-Probe is headquartered in San Diego and employs approximately 1,000 people. For more information, go to www.gen-probe.com.
Caution Regarding Forward-Looking Statements
Any statements in this press release relating to Gen-Probe's acquisition of Tepnel and its expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and are forward-looking statements. These statements are often, but not always, made through the use of words or phrases such as believe, will, expect, anticipate, estimate, intend, plan and would. For example, statements concerning the closing of the transaction are forward-looking statements. Forward-looking statements are not guarantees of performance. They involve known and unknown risks, uncertainties and assumptions that may cause actual results, levels of activity, performance or achievements to differ materially from those expressed or implied. Some of these risks, uncertainties and assumptions include but are not limited to: (i) the risks that the closing conditions of the acquisition may not be satisfied, that closing will not occur, or that the closing conditions may take longer to satisfy than anticipated, (ii) the risk that Gen-Probe will not successfully integrate Tepnel or achieve expected strategic or financial benefits, and (iii) facts relating to Tepnel that may affect timing, or strategic and other benefits of the proposed acquisition, are unknown to Gen-Probe. The foregoing list sets forth some, but not all, of the factors that could affect the companies' ability to achieve results described in any forward-looking statements. For additional information about risks and uncertainties Gen-Probe faces and a discussion of its financial statements and footnotes, see documents filed with the SEC, including the most recent annual report on Form 10-K and all subsequent periodic reports. Gen-Probe assumes no obligation and expressly disclaims any duty to update forward-looking statements to reflect events or circumstances after the date of this news release or to reflect the occurrence of subsequent events.
CONTACT: Michael Watts, Vice president, investor relations and corporate
communications of Gen-Probe Incorporated, +1-858-410-8673
Web site: http://www.gen-probe.com//