Celltech Chiroscience PLC
15 December 1999
Not for release, publication or distribution in or into Canada,
Australia or Japan
Merger of Celltech Chiroscience plc and Medeva PLC
Result of Celltech Chiroscience Extraordinary General Meeting
and
Results of Medeva Court Meeting and Extraordinary General
Meeting
At Celltech Chiroscience's extraordinary general meeting held
earlier today, in relation to the proposed merger of Celltech
Chiroscience and Medeva (the 'Merger'), the resolutions to
approve and implement the Merger and matters related to the
Merger were duly passed. This included a resolution to change
the company's name to Celltech Group plc which was not
conditional on the completion of the Merger and will therefore
take effect shortly.
Also earlier today, at a meeting convened by order of the High
Court for the shareholders of Medeva to approve the scheme of
arrangement by which the Merger is to be effected, the
resolution proposed was approved by the necessary majority. At
a subsequent extraordinary general meeting of Medeva, the
resolution to approve and implement the Merger and matters
related to the Merger was duly passed.
The Merger remains conditional, inter alia, on the approval of
the scheme of arrangement by the High Court and is expected to
become effective on 26 January 2000.
Enquiries:
Celltech Chiroscience Medeva
Dr. Peter Fellner, Dr. Bill Bogie,
Chief Executive Officer Chief Executive
Peter Allen, Garry Watts,
Chief Financial Officer Finance Director
Tel : 01753 534 655 Tel : 01372 364 000
Flemings Lazard
David Fletcher Christopher Fisher
Tel : 0171 638 5858 Tel : 0171 588 2721
Cazenove & Co. Merrill Lynch
Tony Brampton Stephen Robinson
Tel : 0171 588 2828 Tel : 0171 772 1000
Brunswick Brunswick
Katherine Sharkey Patrick Handley
Tel : 0171 404 5959 Tel : 0171 404 5959
Taylor Rafferty Associates Inc.
Jim Prout
Tel: + 1 212 889 4350
Flemings, which is regulated in the UK by The Securities and
Futures Authority Limited, is acting exclusively for Celltech
Chiroscience and no one else in connection with the Merger and
will not be responsible to anyone other than Celltech
Chiroscience for providing the protections afforded to
customers of Flemings, nor for providing advice in relation to
the Merger.
Lazard, which is regulated in the UK by The Securities and
Futures Authority Limited, is acting exclusively for Medeva and
no one else in connection with the Merger and will not be
responsible to anyone other than Medeva for providing the
protections afforded to customers of Lazard, nor for providing
advice in relation to the Merger.
The New Celltech Chiroscience Shares may not be offered or sold
in the United States absent registration under the US
Securities Act or an exemption from registration. Celltech
Chiroscience intends to issue the New Celltech Chiroscience
Shares under the Scheme to holders of Medeva Shares in reliance
upon an exemption from the registration requirements of the US
Securities Act and, as a consequence, the New Celltech
Chiroscience Shares to be issued pursuant to the Scheme will
not be registered thereunder. Medeva Shareholders who are or
will be affiliates of Medeva or Celltech Chiroscience prior to,
or of Celltech Chiroscience after, the Effective Date will be
subject to certain US transfer restrictions relating to New
Celltech Chiroscience Shares received in the Scheme. Neither
the New Celltech Chiroscience Shares nor any other securities
proposed to be issued in connection with the Merger have been
approved or disapproved by the SEC or any US state securities
commission. Any representation to the contrary is a criminal
offence in the United States.