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Celltech Group PLC (154)


Wednesday 16 April, 2003

Celltech Group PLC

Offer Update

Celltech Group PLC
16 April 2003


                                                                   16 April 2003

                        CELLTECH GROUP PLC ('CELLTECH')


Further to Celltech's earlier announcement today, Celltech's Offer for OGS is
now declared unconditional in all respects and will remain open until further

As at 3:00 p.m. (London time) today, valid acceptances of its Offer had been
received in respect of 5,582,673 OGS Shares (including those represented by OGS
ADSs), representing approximately 9.97 per cent. of the issued share capital of
OGS and Celltech has also purchased 26,418,956 OGS Shares, representing
approximately 47.17 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 32,001,629 OGS Shares (including those represented by OGS
ADSs), representing approximately 57.14 per cent. of the issued share capital of

In addition, on 14 April 2003, Celltech purchased a further 2,351,488 OGS
Shares, representing approximately 4.20 per cent. of the issued share capital of
OGS, which await settlement. Accordingly, subject to the settlement of the share
purchases made on 14 April 2003, Celltech has now acquired or received valid
acceptances in respect of, an aggregate of 34,353,117 OGS Shares (including
those represented by OGS ADSs), representing approximately 61.34 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.

Shareholders in OGS who wish to accept the Offer, and who have not done so,
should return their Form(s) of Acceptance as soon as possible. Further Forms of
Acceptance can be obtained from Lloyds TSB Registrars, The Causeway, Worthing,
West Sussex BN99 6DA or by telephoning the Helpline on 0870 600 0673 (if calling
from the United Kingdom), (1) 800 858 1202 (if calling from the United States or
if you are an OGS ADS Holder) or +44 (0) 1903 702 767 (if calling from
elsewhere). If you are an OGS ADS Holder and wish to accept the Offer, you
should follow the instructions set out in the Letter of Transmittal. If OGS
Shareholders or OGS ADS Holders are in any doubt as to the procedures for
acceptance, they should contact the Helpline on the above numbers.

Dr. Peter Fellner commented:

'We are happy to be able to declare the Offer unconditional and can now focus on
the integration process.'

A further announcement will be made in due course.


For further information contact:

Celltech Group plc                                               Telephone: +44 (0)1753 534 655
Dr Peter Fellner, Chairman
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

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 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 (including the Loan Note Alternative) 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 Loan Notes to be issued pursuant to the Loan Note Alternative available
under the Offer have not been, and will not be, listed on any stock exchange and
have not been and will not be registered under the US Securities Act of 1933, as
amended or under any relevant securities laws of any state or other jurisdiction
of the United States, or under the relevant securities laws of Australia, Canada
or Japan or any other jurisdiction. Accordingly, unless an exemption under such
relevant laws is available, Loan Notes may not be offered, sold, re-sold or
delivered, directly or indirectly, in, into or from the United States,
Australia, Canada or Japan or any other jurisdiction in which an offer of Loan
Notes would constitute a violation of relevant laws or require registration of
the Loan Notes, or to or for the account or benefit of any US Person or resident
of Australia, Canada or Japan or any other such jurisdiction.


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.

OGS has equity securities traded on the London Stock Exchange and NASDAQ. The
Panel wishes to draw the attention of member firms of NASDAQ to certain UK
dealing disclosure requirements during the offer period.

The above disclosure requirements are set out in more detail in Rule 8 of the
City Code. In particular, Rule 8 requires public disclosure of dealings during
the offer period by persons who own or control, or who would as a result of any
transaction own or control, one per cent. or more of any class of relevant
securities of the offeree company. Relevant securities include OGS Shares, OGS
ADSs and instruments convertible into OGS Shares or OGS ADSs. This requirement
will apply until the first closing date or, if this is later, the date when the
Offer becomes or is declared unconditional or lapses.

Disclosure should be made on an appropriate form by no later than 12 noon
(London time), 7 a.m. (New York City time) on the business day following the
date of the dealing transaction. These disclosures should be published through a
Regulatory Information Service.

The Panel requests that member firms advise those of their clients who wish to
deal in the relevant securities of OGS, whether in the United States or in the
United Kingdom, that they may be affected by these requirements. If there is any
doubt as to their application the Panel should be consulted (telephone number:
+44 (0) 20 7382 9026, fax number: +44 (0) 20 7638 1554).

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.


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

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