Circ re. Roxane Acquisition and EGM

RNS Number : 7594M

Hikma Pharmaceuticals Plc

22 January 2016

 

Publication of combined prospectus and circular

London, 22 January 2016 - Hikma Pharmaceuticals PLC (LSE: HIK) (DIFX: HIK) ("Hikma"), the fast growing pharmaceuticals company, announced on 28 July 2015 that it had agreed terms to acquire Roxane Laboratories Inc. and Boehringer Ingelheim Roxane Inc. from Boehringer Ingelheim (the "Acquisition"). A combined prospectus and circular which contains further details of the Acquisition (the "Prospectus") has been published and will be posted to shareholders.

The Prospectus has been prepared by Hikma in relation to the admission to the premium listing segment of the Official List and to trading on the London Stock Exchange of 40,000,000 Consideration Shares of 10 pence each in Hikma and for the purposes of, among other things, seeking shareholder approval for the Acquisition.  The Consideration Shares will be issued and allotted to Boehringer Ingelheim on completion of the Acquisition.  The Prospectus contains the formal notice of meeting for the general meeting, to be held on 19 February 2016.

As required by Listing Rules 9.6.1R and 9.6.3R and Prospectus Rule 3.2.1R, a copy of the Prospectus has been approved by the Financial Conduct Authority and published and submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM.

Posting of the Prospectus is expected to be completed on 25 January 2016.

Capitalised terms used in this announcement have the meanings given to them in the Prospectus. The Prospectus is available on the Company's website (www.hikma.com/en/investors/shareholder-services/circular-and-egm.aspx) and may be inspected at the registered office of the Company at 13 Hanover Square, London W1S 1HL.

Enquiries

Hikma Pharmaceuticals PLC Peter Speirs, Company Secretary    Susan Ringdal, Vice President, Corporate Strategy & Investor Relations	[phone] [phone]
Financial Dynamics                                     Matthew Cole & Ben Atwell	[phone]

About Hikma

Hikma Pharmaceuticals PLC is a fast growing pharmaceutical group focused on developing, manufacturing and marketing a broad range of both branded and non-branded generic and in-licensed products.  Hikma's operations are conducted through three businesses: "Branded", "Injectables" and "Generics" based primarily in the Middle East and North Africa ("MENA") region, where it is a market leader, the United States and Europe.  In 2014, Hikma achieved revenues of $1,489 million and profit attributable to shareholders of $278 million. 

Disclaimer

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE A PROSPECTUS OR EQUIVALENT. INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN INVITATION OR OFFER TO SELL OR EXCHANGE OR THE SOLICITATION OF AN INVITATION OR OFFER TO BUY OR EXCHANGE ANY SECURITIES IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF SUCH JURISDICTION. NONE OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT SHALL BE SOLD, ISSUED, EXCHANGED OR TRANSFERRED IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND ARE BEING OFFERED AND SOLD IN RELIANCE UPON AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE OR LOCAL SECURITIES LAWS. THERE WILL BE NO PUBLIC OFFERING OF SECURITIES IN THE UNITED STATES.

CITIGROUP GLOBAL MARKETS LIMITED ("CITI"), WHICH IS AUTHORISED BY THE PRUDENTIAL REGULATION AUTHORITY AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY AND THE PRUDENTIAL REGULATION AUTHORITY, IS ACTING EXCLUSIVELY FOR HIKMA AND NO ONE ELSE IN CONNECTION WITH THE ACQUISITION AND WILL NOT BE RESPONSIBLE TO ANYONE OTHER THAN HIKMA FOR PROVIDING THE PROTECTIONS AFFORDED TO CLIENTS OF CITI OR FOR PROVIDING ADVICE IN RELATION TO THE ACQUISITION OR ANY OTHER MATTERS REFERRED TO IN THIS ANNOUNCEMENT. NEITHER CITI NOR ANY OF ITS DIRECTORS, OFFICERS, REPRESENTATIVES, EMPLOYEES, ADVISERS, AGENTS OR AFFILIATES OWES OR ACCEPTS ANY DUTY, LIABILITY OR RESPONSIBILITY WHATSOEVER (WHETHER IN CONTRACT, IN TORT, UNDER STATUTE OR OTHERWISE) TO ANY PERSON WHO IS NOT A CLIENT OF CITI IN CONNECTION WITH THIS ANNOUNCEMENT, ANY STATEMENT CONTAINED HEREIN, THE ACQUISITION OR OTHERWISE.

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