Information  X 
Enter a valid email address

Celltech Group PLC (154)

  Print   

Wednesday 04 June, 2003

Celltech Group PLC

Compulsory Acqn of Shares

Celltech Group PLC
04 June 2003

  NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO AUSTRALIA, CANADA OR
                                     JAPAN



                                                                     4 June 2003

                        CELLTECH GROUP PLC ('CELLTECH')

                CASH OFFER FOR OXFORD GLYCOSCIENCES PLC ('OGS')

On 26 February 2003, Celltech and (outside the United States) JPMorgan on its
behalf, announced a cash offer for the entire issued and to be issued share
capital of OGS.

Celltech announced on 16 April 2003 that the Offer had become unconditional in
all respects.

As at 3:00 p.m. (London time) yesterday, valid acceptances of its Offer had been
received in respect of 21,802,219 OGS Shares (including those represented by OGS
ADSs), representing approximately 38.93 per cent. of the issued share capital of
OGS and Celltech has also purchased 28,770,444 OGS Shares, representing
approximately 51.37 per cent. of the issued share capital of OGS, which both
meet the requirements of the City Code on Takeovers and Mergers (the 'City
Code') for counting towards fulfilment of the acceptance condition of the Offer.
Accordingly, Celltech has now acquired or received valid acceptances in respect
of, an aggregate of 50,572,663 OGS Shares (including those represented by OGS
ADSs), representing approximately 90.30 per cent. of the issued share capital of
OGS.

Save as set out above, neither Celltech, nor any person acting or deemed to be
acting in concert with Celltech, owned any OGS Shares on 22 January 2003 (being
the business day prior to the commencement of the offer period), nor have any of
such persons acquired or agreed to acquire any OGS Shares (including OGS Shares
represented by OGS ADSs) during the offer period and no acceptances of the Offer
have been received from any persons acting or deemed to be acting in concert
with Celltech.

Celltech has today commenced the procedure for the compulsory acquisition of the
remaining OGS Shares under the Companies Act 1985 (the 'Act'). The notices will
be sent out today to the remaining shareholders and optionholders of OGS who
have not accepted the Offer, pursuant to section 429 of the Act and the
compulsory acquisition procedure is expected to be concluded by approximately 17
July 2003.

The terms of the Offer do not include the Loan Note Alternative as valid
elections were received in respect of less than £10 million in nominal value of
Loan Notes on or before the date on which the Offer was declared unconditional
in all respects. Accordingly no Loan Notes are being issued under the Offer.

Enquiries:

For further information contact:

Celltech Group plc                                Telephone: +44 (0)1753 534 655
Dr Goran Ando, CEO
Peter Allen, Deputy CEO and CFO
Richard Bungay, Director of Corporate Communications

JPMorgan                                          Telephone: +44 (0)20 7742 4000
Bernard Taylor, Vice Chairman
Julian Oakley, Managing Director

Brunswick London                                  Telephone: +44 (0)20 7404 5959
Jon Coles
Fiona Fong

Brunswick New York                                Telephone: +1 212 333 3810
Cindy Leggett-Flynn



Terms defined in the Offer Document have the same meaning when used in this
announcement.

Celltech and JPMorgan, acting on its behalf outside the United States, are
offering to purchase all of the issued and to be issued ordinary shares of 5
pence each in OGS (including those represented by OGS ADSs) at a price of 182
pence per OGS Share.

This announcement does not constitute an offer or invitation to purchase any
securities or a solicitation of an offer to buy any securities, pursuant to the
Offer or otherwise. The Offer is being made solely by the Offer Document and the
Acceptance Forms accompanying the Offer Document, which contain the full terms
and conditions of the Offer, including details of how the Offer may be accepted.
Celltech filed with the SEC a Tender Offer Statement on Schedule TO containing
the Offer Document and other related information on 3 March 2003. Free copies of
those documents are available on the SEC's website at www.sec.gov. The Offer
Document and the Acceptance Forms accompanying the Offer Document have been made
available to all OGS Securityholders at no charge to them. OGS Securityholders
are advised to read the Offer Document and the accompanying Acceptance Forms
which have been sent to them because they contain important information. OGS
Securityholders in the United States are also advised to read the Tender Offer
Statement because it contains important information.

Unless otherwise determined by Celltech and permitted by applicable law and
regulation, the Offer is not being made, directly or indirectly, in or into, or
by use of the mails of, or by any other means or instrumentality (including,
without limitation, telephonically or electronically) of interstate or foreign
commerce of, or of any facility of a national securities exchange of Canada, nor
is it being made in or into Australia or Japan and the Offer is not capable of
acceptance by any such use, means, instrumentality or facilities or from within
Australia, Canada or Japan. Accordingly, unless otherwise determined by Celltech
and permitted by applicable law and regulation, neither copies of this
announcement nor any other documents relating to the Offer have been, or may be,
mailed or otherwise forwarded, distributed or sent in or into Australia, Canada
or Japan and persons receiving such documents (including custodians, nominees
and trustees) must not distribute or send them in, into or from such
jurisdictions.

THE INITIAL OFFER PERIOD HAVING EXPIRED UPON THE OFFER BEING DECLARED
UNCONDITIONAL IN ALL RESPECTS, OGS SECURITYHOLDERS WILL NOT HAVE THE RIGHT TO
WITHDRAW THEIR ACCEPTANCES OF THE OFFER DURING THE SUBSEQUENT OFFER PERIOD.

Not less than 14 calendar days' notice in writing will be given prior to the
closing of the Offer by or on behalf of Celltech to those OGS Securityholders
who have not accepted the Offer.

The Directors of Celltech accept responsibility for the information contained in
this announcement, and, to the best of their knowledge and belief (having taken
all reasonable care to ensure such is the case), the information contained in
this announcement is in accordance with the facts and does not omit anything
likely to affect the import of such information.

J.P. Morgan plc, which is regulated in the United Kingdom by the Financial
Services Authority, is acting for Celltech and for no one else in connection
with the Offer and will not be responsible to anyone other than Celltech for
providing the protections afforded to customers of JPMorgan or for providing
advice in relation to the Offer, the contents of the Offer Document or any
transaction or arrangement referred to therein.

This announcement has been approved by J.P.Morgan plc for the purpose of section
21 of the Financial Services and Markets Act 2000 only.



END


                      This information is provided by RNS
            The company news service from the London Stock Exchange                                                                                                                                                                                                                                                             

a d v e r t i s e m e n t