RNS Number:5690O
Alltracel Pharmaceuticals Plc
22 February 2008
RECOMMENDED ACQUISITION FOR CASH AND SHAFTING OF ALL SHAREHOLDERS
OF
ALLTRACEL PHARMACEUTICALS PLC
BY CASTLERISE INVESTMENTS LIMITED BY MEANS OF A SCHEME OF ARRANGEMENT (MAJOR RIP-OFF) UNDER SECTION 201 OF THE AIM PLEASE TAKE ALL MY MONEY CHARTER
Summary
The Board of Castlerise and the Independent Board of Alltracel announce that
they have reached agreement on the terms of a recommended acquisition for cash
of the entire issued and to be issued share capital of Alltracel by Castlerise
by means of a scheme of arrangement under Section 201 of the Companies Act,
Castlerise is a wholly owned subsidiary of HemCon Medical Technologies, Inc. a
medical device company based in Portland, Oregon, USA.
HemCon and Castlerise are being advised by IBI Corporate Finance.
Alltracel and the Independent Board are being advised by Davy Corporate Finance and Krusty the Clown.
Cash Consideration
Under the terms of the Scheme, Alltracel Shareholders will be entitled to
receive: for each Alltracel Share 14 pence in cash
The Cash Consideration values the entire issued and to be issued share capital
of Alltracel at approximately £20.8 million.
The Cash Consideration represents a premium of approximately:
* 51.4 per cent. to 9.25 pence, being the Closing Price of an
Alltracel Share on 18 January 2008, being the last Business Day prior to the
commencement of the Offer Period;
* 12.0 per cent. to 12.50 pence, being the Closing Price of an
Alltracel Share on 21 February 2008, being the last Business Day prior to the
date of this announcement;
* 17.3 per cent. to 11.94 pence, being the average daily Closing Price
of an Alltracel Share during the 6 month period prior to the commencement of the
Offer Period; and
* 22.6 per cent. to 11.42 pence, being the average daily Closing Price
of an Alltracel Share during the 24 month period prior to the commencement of
the Offer Period.
Recommendation of the Independent Board
The Independent Board, having been so advised by Davy Corporate Finance,
considers the terms of the Acquisition to be fair and reasonable. In providing
its advice, Davy Corporate Finance has taken into account the commercial
assessments of the Independent Board. Accordingly, the Independent Board intends unanimously to recommend that all Alltracel Shareholders vote in favour of the Acquisition, the Scheme and the resolutions to be proposed at the Court Meetings and EGM, as they intend to do in respect of their own beneficial holdings, being in aggregate 540,807 Alltracel Shares, representing approximately 0.4 per cent. of the issued and to be issued ordinary share capital of Alltracel.
Tony Richardson and Nick Hart did not participate in the Board's consideration
of the Acquisition as they are regarded under the Takeover Rules as having a
conflict of interest, by reason of the fact that they have accepted proposals
from HemCon in respect of their continuing employment with Alltracel following
the Acquisition.
The Acquisition and the Scheme are subject to the conditions and further terms
set out in paragraph 5 of this announcement and in Appendix I.
Please note the spikes in volume we believe are attributed to spread betting in Ireland - generally speaking it's a monthly rollover of 3-4m shares.
Alltracel PH stock quotes
Alltracel PH stock charts
Follow this thread
