Offer by Sanofi Pasteur Holdings
OFFER FOR ACAMBIS PLC
Recommended cash offer for Acambis plc by Sanofi Pasteur Holding
Summary
Sanofi Pasteur Holding ("Sanofi Pasteur") and Acambis plc ("Acambis") are pleased to announce that they have reached agreement on the terms of a recommended cash offer for the entire issued and to be issued share capital of Acambis by Sanofi Pasteur.
Under the terms of the Proposals, each Shareholder will receive 190 pence in cash for each Share held at the Scheme Record Time.
The Offer Price represents:
- a premium of 65.2 per cent. to Acambis' share price of 115 pence at the close of business on 24 July 2008, the last Business Day prior to the date of this announcement;
- a premium of 65.2 per cent. to 115 pence, the average of Acambis' closing share prices over the last 60 trading days prior to the date of this announcement; and
- a premium of 65.2 per cent. to the price of 115 pence for the Placing and Open Offer.
The Proposals value Acambis' existing issued share capital at approximately £276 million.
It is intended that the proposed Acquisition will be implemented by way of a Court sanctioned scheme of arrangement under Part 26 of the 2006 Act.
Sanofi-aventis has received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and General Meeting and the other resolutions necessary to facilitate the implementation of the Scheme from the directors of Acambis who hold Shares in respect of their entire holdings of Shares amounting, in aggregate, to 132,571 Shares representing approximately 0.09 per cent. of the existing issued share capital of Acambis.
In addition, sanofi-aventis has received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and General Meeting and the other resolutions necessary to facilitate the implementation of the Scheme from Invesco Asset Management Limited and Goldman Sachs International in respect of their entire holdings of Shares amounting, in aggregate, to 61,127,789 Shares representing approximately 42.01 per cent. of the existing issued share capital of Acambis.
The directors of Acambis, who have been so advised by Goldman Sachs International, consider the terms of the Proposals to be fair and reasonable. In providing its financial advice, Goldman Sachs International has taken into account the commercial assessments of the directors of Acambis. Accordingly, the directors of Acambis intend unanimously to recommend to Shareholders to vote in favour of the Scheme at the Court Meeting and General Meeting and the other resolutions necessary for the implementation of the Scheme as they have irrevocably undertaken to do in respect of their own Shares (representing, in aggregate, approximately 0.09 per cent. of the existing issued share capital of Acambis).
It is expected that the Scheme Document will be posted to Shareholders in early August 2008 and that the Scheme will become effective by the end of September 2008, subject to satisfaction of the Conditions set out in Appendix 1 of this announcement.
Commenting on the Proposals, Wayne Pisano, Chairman, President and Chief Executive Officer of Sanofi Pasteur, said:
"We are delighted that the board of Acambis has agreed to unanimously recommend our proposed acquisition. This mutually beneficial acquisition is a logical step building upon Sanofi Pasteur and Acambis' decade long partnership on key projects to develop and market vaccines of the future. Acambis' skilled workforce of individuals who share our passion for vaccines and prevention of diseases will contribute to our future success. We look forward to welcoming them into Sanofi Pasteur's innovation driven organisation."
Commenting on the Proposals, Dr Peter Fellner, Chairman of Acambis, said:
"Since Acambis appointed its new management team in early 2007, the company has made a series of important advances, both in progressing its pipeline of innovative vaccines through the clinic and in securing its mid-term financial position. Sanofi Pasteur, which has had a long and successful partnership with Acambis, also recognises the recent advances achieved by Acambis, leading it to make this offer at a substantial premium. Sanofi Pasteur, which is one of the world's largest vaccines companies, will benefit strategically not only from Acambis' pipeline and technologies, but also from its significant US-based R&D and manufacturing infrastructure."
Acambis is a vaccines company, developing novel vaccines that address significant unmet medical needs or substantially improve upon current standards of care.
Acambis' product portfolio includes:
a licensed smallpox vaccine, ACAM2000®, for which it has a contract with the US government;
three late- and mid-stage programmes partnered with Sanofi Pasteur for the development and commercialisation of vaccines against Japanese Encephalitis, dengue and West Nile virus; and
early-stage proprietary programmes targeting potentially significant markets in the fields of
C. difficile, influenza and genital herpes.
This summary should be read in conjunction with the attached announcement and the Appendices. Appendix 1 sets out the Conditions and principal further terms of the Proposals. Appendix 2 contains source notes relating to certain information contained in this announcement. Appendix 3 contains details of the irrevocable undertakings which Sanofi Pasteur has obtained. Certain terms used in this announcement are defined in Appendix 4 to this announcement.