TIDMATD
RNS Number : 3321S
Asterand PLC
18 November 2011
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.
18 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 Site visits by Potential Offerors
2011
5 January 2012 Submission of possible offer terms
by potential offerors
9 January - 19 January Negotiations with preferred potential
2012 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 Tel: + 44 (0) 1763 211 600
Chief Executive Officer / + 1 (313) 263-0960
Alan Fishman, Interim Chief As above
Financial Officer
Daniel Stewart & Company plc
Antony Legge Tel: +44 (0) 20 7776 6550
David Hart
Paul Shackleton
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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