RNS Number:9781J
3M UK Holdings PLC
04 October 2006
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS IN THAT JURISDICTION
4 October 2006
RECOMMENDED CASH OFFER OF 130 PENCE PER SHARE FOR BIOTRACE INTERNATIONAL PLC
("BIOTRACE") BY 3M UK HOLDINGS PLC ("3M"), ADVISED BY UBS INVESTMENT BANK
Summary
* The boards of 3M and Biotrace are pleased to announce that they have
reached agreement on the terms of a recommended cash offer of 130 pence per
Biotrace Share for the entire issued and to be issued share capital of Biotrace.
* The Offer values the entire issued and to be issued share capital of
Biotrace at approximately #52 million.
* Under the terms of the Offer, Biotrace Shareholders will retain the
right to receive the Interim Dividend of 0.55 pence per Biotrace Share for the
six months ended 30 June 2006 announced on 6 September 2006.
* 3M Company (the ultimate parent company of 3M UK Holdings plc) is a
diversified technology group with a global presence in a wide variety of
businesses including health care; industrial; display and graphics; consumer and
office; safety, security and protection services; electronics and
telecommunications; and transportation. In particular, 3M provides global
presence and a range of microbiological tests to the food, beverage and dairy
markets.
* Biotrace is a leading manufacturer and supplier of industrial
microbiology products. Headquartered in Bridgend, UK, Biotrace specialises in
the development and manufacture of rapid tests and laboratory consumables for
environmental monitoring and quality control in a wide range of industrial and
defence applications.
* The Offer represents:
- a premium of approximately 32.7 per cent. to the Closing Price of 98
pence per Biotrace Share on 14 September 2006, being the last Business Day prior
to the announcement by Biotrace that it had received a number of preliminary
approaches for the Company;
- a premium of approximately 46.2 per cent. to the average Closing Price of
88.9 pence per Biotrace Share for the three months ended on 14 September 2006,
being the last Business Day prior to the announcement by Biotrace that it had
received a number of preliminary approaches for the Company; and
- a premium of approximately 16.1 per cent. to the Closing Price of 112
pence per Biotrace Share on 3 October 2006, being the last Business Day prior to
the date of this announcement.
* The directors of Biotrace, who have been so advised by Numis, consider
the terms of the Offer to be fair and reasonable. In providing its advice,
Numis has taken into account the commercial assessments of the directors of
Biotrace. Accordingly, the directors of Biotrace will unanimously recommend to
Biotrace Shareholders that they accept the Offer, as they have themselves
irrevocably undertaken to do (or procure to be done) in respect of their own
beneficial holdings of 2,822,915 Biotrace Shares in aggregate, representing
approximately 7.2 per cent. of the issued share capital of Biotrace.
* Irrevocable undertakings have been received by 3M from Liontrust
Investment Services Ltd in respect of 4,489,648 Biotrace Shares, from Morley
Fund Management Limited in respect of 3,072,420 Biotrace Shares and from AXA
Framlington Investment Management Ltd in respect of 2,167,213 Biotrace Shares.
* In addition, 3M has received written confirmation of intention to
accept the Offer from Schroder Investment Management Limited in respect of
2,360,000 Biotrace Shares.
* Accordingly, 3M has received undertakings in respect of, in aggregate,
14,912,196 Biotrace Shares, representing approximately 37.9 per cent. of
Biotrace's issued share capital.
* The combination of Biotrace and 3M will bring together Biotrace's
expertise in the manufacture and supply of industrial microbiology products with
3M's innovative strength and global reach in order to deliver benefits to both
businesses' current and future customers and stakeholders.
* Biotrace offers a strong strategic fit with 3M through its food and
environmental safety products and technologies, which are highly complementary
to 3M's existing business in food quality and safety.
Chuck Kummeth, Division Vice President, 3M Medical Division, commenting on the
Offer said:
"We believe that this offer represents excellent value for Biotrace's
shareholders and a unique opportunity to accelerate the Company's expansion into
new markets. Biotrace's expertise in industrial microbiology combined with 3M's
greater scale and global reach will create value enhancing opportunities for all
stakeholders."
Ian Johnson, CEO of Biotrace, commenting on behalf of Biotrace said:
"After careful consideration, we are pleased to announce we are unanimously
recommending the Offer, which we believe is attractive for Biotrace Shareholders
as it provides them with an immediate and certain opportunity to realise their
investment in cash at an attractive premium."
Enquiries:
3M
Bruce Jermeland (Manager of Investor Relations) Tel: +1 651 733 1807
Matt Ginter (Vice President Investor Relations &
Financial Planning) Tel: +1 651 733 8206
UBS Investment Bank (Financial adviser to 3M)
Aidan Clegg Tel: +44 (0)20 7568 0000
Nik Morandi
Financial Dynamics (PR adviser to 3M)
Andrew Dowler Tel: +44 (0)20 7831 3113
Anna Keeble
Biotrace
Terence Clements (Chairman) Tel: +44 (0)1656 641 492
Ian Johnson (Chief Executive)
Numis (Financial adviser and corporate broker to Biotrace)
Michael Meade Tel: +44 (0)20 7776 1500
James Black
Buchanan Communications (PR adviser to Biotrace)
Tim Anderson Tel: +44 (0)20 7466 5000
James Strong
The above summary should be read in conjunction with, and is subject to, the
full text of this announcement. Terms used in the summary have the meaning
given to them in Appendix III to this announcement.
UBS, which is authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for 3M and no one else in connection
with the Offer and will not be responsible to anyone other than 3M for providing
the protections afforded to its customers or for providing advice in relation to
the Offer, the contents of this announcement or any transaction or arrangement
referred to herein.
Numis, which is authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for Biotrace and no one else in
connection with the Offer and will not be responsible to anyone other than
Biotrace for providing the protections afforded to its customers or for
providing advice in relation to the Offer, the contents of this announcement or
any transaction or arrangement referred to herein.
This announcement is not intended to and does not constitute, or form any part
of, any offer to sell or any solicitation of any offer to purchase or subscribe
for any securities or the solicitation of any vote or approval in any
jurisdiction. Any acceptance or other response to the Offer should be made only
on the basis of the information contained or referred to in the Offer Document
and the Form of Acceptance. The laws of relevant jurisdictions may affect the
availability of the Offer to persons not resident in the United Kingdom.
Persons who are not resident in the United Kingdom, or who are subject to the
laws of any jurisdiction other than the United Kingdom, should inform themselves
about and observe any applicable legal or regulatory requirements of their
jurisdiction. The Offer Document will be available for public inspection and
will also be posted on 3M's website.
Unless otherwise determined by 3M, the Offer will not be made, directly or
indirectly, in, into or from or by the use of mails of, or by any means of
instrumentality (including, without limitation, telephonically or
electronically) of interstate or foreign commerce of, or through any facilities
of a national securities exchange of any jurisdiction if to do so would
constitute a violation of the relevant laws of such jurisdiction and the Offer,
when made, should not be accepted by any such use, means, instrumentality or
facilities or from or within any such jurisdiction. Accordingly, copies of this
announcement are not being, and must not be, mailed or otherwise forwarded,
distributed or sent in, into or from any jurisdiction if to do so would
constitute a violation of the relevant laws of such jurisdiction and persons
receiving this announcement (including, without limitation, custodians, nominees
and trustees) must not mail or otherwise forward, distribute or send it in, into
or from any such jurisdiction. Doing so may render invalid any purported
acceptance of the Offer.
In accordance with normal UK market practice, 3M or its nominees or brokers
(acting as agents) may from time to time make certain purchases of, or
arrangements to purchase, Biotrace Shares, other than pursuant to the Offer,
before or during the period in which the Offer remains open for acceptance.
These purchases may occur either in the open market at prevailing prices or in
private transactions at negotiated prices. Any information about such purchases
will be disclosed as required in the UK.
Forward-looking statements
This announcement, including information included or incorporated by reference
in this announcement, may contain "forward-looking statements" concerning the
Offer, 3M and Biotrace. Generally, the words "will", "may", "should", "could",
"would", "can", "continue", "opportunity", "believes", "expects", "intends", "
anticipates", "estimates" or similar expressions identify forward-looking
statements. The forward-looking statements involve risks and uncertainties that
could cause actual results to differ materially from those expressed in the
forward-looking statements. Forward-looking statements include statements
relating to the following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial condition,
dividend policy, losses and future prospects; (ii) business and management
strategies and the expansion and growth of 3M's or Biotrace's operations and
potential synergies resulting from the Offer; and (iii) the effects of
government regulation on 3M's or Biotrace's business. Many of these risks and
uncertainties relate to factors that are beyond the companies' abilities to
control or estimate precisely, such as future market conditions and the
behaviours of other market participants, and therefore undue reliance should not
be placed on such statements. 3M and Biotrace disclaim any obligation in respect
of, and do not intend to update, these forward-looking statements, except as
required pursuant to applicable law.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
"interested" (directly or indirectly) in one per cent. or more of any class of "
relevant securities" of Biotrace, all "dealings" in any "relevant securities" of
Biotrace (including by means of an option in respect of, or a derivative
referenced to, any such "relevant securities") must be publicly disclosed by no
later than 3.30 p.m. (London time) on the London business day following the date
of the relevant transaction. This requirement will continue until the date on
which the Offer becomes, or is declared, unconditional as to acceptances, lapses
or is otherwise withdrawn or on which the "offer period" otherwise ends. If two
or more persons act together pursuant to an agreement or understanding, whether
formal or informal, to acquire an "interest" in "relevant securities" of
Biotrace, they will be deemed to be a single person for the purposes of Rule 8.3
of the City Code.
Under the provision of Rule 8.1 of the City Code, all "dealings" in "relevant
securities" of Biotrace by 3M or Biotrace or by any of their respective "
associates", must be disclosed by no later than 12.00 noon (London time) on the
London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referred to, securities.
Terms in quotation marks are defined in the City Code, which can also be found
on the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a "dealing" under Rule 8 of the City Code, you should
consult the Panel.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS IN THAT JURISDICTION
4 OCTOBER 2006
RECOMMENDED CASH OFFER OF 130 PENCE PER SHARE FOR BIOTRACE INTERNATIONAL PLC
("BIOTRACE") BY 3M UK HOLDINGS PLC ("3M"), ADVISED BY UBS INVESTMENT BANK
1. Introduction
The boards of 3M and Biotrace are pleased to announce that they have reached
agreement on the terms of a recommended cash offer of 130 pence per Biotrace
Share for the entire issued and to be issued share capital of Biotrace.
The directors of Biotrace will unanimously recommend to Biotrace Shareholders
that they accept the Offer.
2. Offer
Under the Offer, which will be on and subject to the terms and conditions set
out below and in Appendix I to this announcement and to be set out in the Offer
Document and the Form of Acceptance, Biotrace Shareholders will receive:
130 pence in cash for each Biotrace Share
The Offer values the entire issued and to be issued share capital of Biotrace at
approximately #52 million.
Under the terms of the Offer, Biotrace Shareholders will retain the right to
receive the Interim Dividend of 0.55 pence per Biotrace Share for the six months
ended 30 June 2006 announced on 6 September 2006.
The Offer represents:
* a premium of approximately 32.7 per cent. to the Closing Price of 98
pence per Biotrace Share on 14 September 2006, being the last Business Day prior
to the announcement by Biotrace that it had received a number of preliminary
approaches for the Company
* a premium of approximately 46.2 per cent. to the average Closing Price
of 88.9 pence per Biotrace Share for the three months ended on 14 September
2006, being the last Business Day prior to the announcement by Biotrace that it
had received a number of preliminary approaches for the Company; and
* a premium of approximately 16.1 per cent. to the Closing Price of 112
pence per Biotrace Share on 3 October 2006, being the last Business Day prior to
the date of this announcement.
Biotrace Shares will be acquired fully paid and free from all liens, charges,
equitable interests, encumbrances, rights of pre-emption and other third party
rights or interests and together with all rights attaching thereto, including
without limitation the right to receive all dividends and other distributions
(if any) announced, declared, made or paid after the date of this announcement
(save for the Interim Dividend).
3. Recommendation
The directors of Biotrace, who have been so advised by Numis, consider the terms
of the Offer to be fair and reasonable. In providing its advice, Numis has
taken into account the commercial assessments of the directors of Biotrace.
Accordingly, the directors of Biotrace will unanimously recommend to Biotrace
Shareholders that they accept the Offer as they have themselves irrevocably
undertaken to do (or procure to be done) in respect of their own beneficial
holdings of 2,822,915 Biotrace Shares in aggregate, representing approximately
7.2 per cent. of the issued share capital of Biotrace.
4. Reasons for the Offer
3M believes that Biotrace offers a strong strategic fit with and complementary
product offering to 3M through its established position in providing hygiene
monitoring and microbiological tests to the food, beverage and dairy sectors.
Biotrace will also give 3M improved access to the growing defence-related
microbiology sector, including the development and manufacture of
defence-critical reagents.
3M believes that the combination of Biotrace's expertise in the manufacture and
supply of industrial microbiology products with 3M's global reach will deliver
benefits to both businesses' current and future customers and stakeholders.
Moreover, the combination with 3M will increase Biotrace's product offering and
technical know-how.
5. Background to and reasons for recommending the Offer
Background
In recent years, Biotrace has successfully built a leading platform in
industrial microbiology products, and as a result the customer base of the
Company has been expanded and the product offering broadened. Recent
acquisitions, most notably MicroSafe in September 2005 and Target Diagnostica
srl in March 2006, have significantly expanded the Company's presence in the
pharmaceutical market, and have enabled Biotrace to develop a global sales
channel for industrial diagnostics.
In addition, the disposal of the Ruskinn Life Sciences business in February 2006
has further enabled the Company to concentrate on its core industrial markets.
The management team has also been committed to driving organic growth by
continuing to invest in new product development and by building a sizeable sales
platform. Despite continuing challenging trading conditions in certain regions
and market segments, Biotrace has made steady progress towards achieving its
objectives.
As a result of the restructuring initiatives taken since 2005, the Company now
has direct control of many of its major markets, a wider customer base and a
more predictable recurring revenue stream. While the Directors believe that
further opportunities lie ahead to continue building the Group, both organically
and through acquisitions, they recognise that such expansionary growth carries
significant risks, which make the certain cash exit represented by the Offer
more attractive to Biotrace Shareholders.
Offer discussions
On 15 September 2006, following press speculation, the Company announced that it
had received a number of preliminary approaches which may or may not lead to an
offer being made for the Company. By this time the Board of Biotrace had
already held initial discussions with a number of interested parties and had
received indications of interest from them.
Of the indications of interest received, the best proposal was from 3M, and as a
result the Board of Biotrace entered into exclusive discussions with 3M to allow
it to finalise its due diligence investigations. Whilst certain other parties
have continued to express an interest in the Company, no other firm proposal has
been received by the Board of Biotrace. Accordingly, the Board of Biotrace
believes that the Offer from 3M of 130 pence per Biotrace Share provides both an
attractive premium and certainty of value today for Biotrace Shareholders.
The Offer
The Offer of 130 pence per Biotrace Share provides Biotrace Shareholders with an
opportunity to realise their investment in the Company for a cash premium of
approximately 32.7 per cent. over the Closing Price of 98 pence per Biotrace
Share on 14 September 2006, being the last business day prior to the
announcement by Biotrace that it was in discussions which may or may not lead to
an offer for the entire issued and to be issued share capital of the Company.
The directors of Biotrace believe that Biotrace will benefit significantly from
being part of the 3M Group. In particular, 3M has the financial resources and
managerial expertise to invest actively in the future development of the
business. Furthermore, 3M intends to broaden the activities of Biotrace through
additional and complementary product lines, and through a greater international
reach of operations.
6. Irrevocable Undertakings
The directors of Biotrace have irrevocably undertaken to accept (or procure to
accept) the Offer in respect of their own beneficial holdings of 2,822,915
Biotrace Shares, in aggregate, respresenting approximately 7.2 per cent. of the
issued share capital of Biotrace. These irrevocable undertakings will remain
binding in the event of a competing offer being made for Biotrace and will cease
to be binding only if the Offer closes, lapses or is withdrawn.
3M has received irrevocable undertakings from Liontrust Investment Services Ltd
in respect of 4,489,648 Biotrace Shares, from Morley Fund Management Limited in
respect of 3,072,420 Biotrace Shares and from AXA Framlington Investment
Management Ltd in respect of 2,167,213 Biotrace Shares. These irrevocable
undertakings will cease to be binding if a Higher Competing Offer is made for
the Biotrace Shares, or if the Offer lapses or is withdrawn.
In addition, 3M has received written confirmation of intention to accept the
Offer from Schroder Investment Management Limited in respect of 2,360,000
Biotrace Shares.
Accordingly, 3M has received irrevocable undertakings in respect of, in
aggregate, 12,552,196 Biotrace Shares, representing approximately 31.9 per cent.
of Biotrace's issued share capital, and confirmation of intention to accept the
Offer in respect of, in aggregate, 2,360,000 Biotrace shares, representing
approximately 6.0 per cent. of Biotrace's issued share capital.
7. Information on the 3M Group
3M Company (the ultimate parent company of 3M UK Holdings plc), was formerly
known as Minnesota Mining and Manufacturing Company, and was incorporated in
1929 under the laws of the State of Delaware, to continue operations begun in
1902. The common stock of 3M Company is listed and traded on the New York Stock
Exchange, Inc., the Pacific Stock Exchange, Inc and the Chicago Stock Exchange,
Inc., and is also traded on the SWX Swiss Exchange. The total market
capitalisation of 3M Company is approximately US$56 billion.
3M UK Holdings plc was also originally incorporated in 1929 and is the principal
holding company for the group's UK businesses.
3M Group is a diversified technology group with a global presence in the
following businesses: health care; industrial; display and graphics; consumer
and office; safety, security and protection services; electronics and
telecommunications; and transportation. In particular, 3M Group provides a wide
range of capabilities and products in the health, personal and environmental
safety and the security sectors, across a broad range of end uses, including the
provision of medical, surgical, dental and orthodontic products, health
information systems, pharmaceuticals, and other health care products, and,
drawing on its technology platforms, 3M Group also provides a wide range of
safety and security solutions including manufactured product testing, hygiene
services and innovative products in the fields of security and defence.
8. Information on Biotrace
Biotrace is a leading manufacturer and supplier of industrial microbiology
products. Headquartered in Bridgend, UK, Biotrace specialises in the development
and manufacture of rapid tests and laboratory consumables for environmental
monitoring and quality control in a wide range of industrial and defence
applications.
The Company is organised into three business segments:
* Food & Environmental, which consists of a wide portfolio of
microbiology products for food, beverage, dairy, water quality and industrial
processing customers. Products include rapid hygiene monitoring systems,
pathogen detection kits, sampling devices and culture media;
* Pharmaceutical, Personal Care & Cosmetics, which offers a range of own
manufactured air samplers and prepared culture media for the monitoring of clean
room facilities; and
* Defence, providing biological weapon detection equipment and
consumables. Biotrace is a strategic supplier to the UK MoD and to a number of
foreign governments and defence organisations.
9. Financing for the Offer
3M expects to fund the aggregate consideration payable under the Offer from
available cash resources. UBS, financial adviser to 3M, is satisfied that the
necessary financial resources are available to 3M to enable it to satisfy in
full the consideration payable by 3M under the terms of the Offer.
10. Non-solicitation, matching right and inducement fee
3M has entered into an arrangement with Biotrace under which Biotrace has
undertaken, among other things:
* from the time 3M announces the Offer to the time the Offer closes,
lapses or is withdrawn (whichever is earlier), not to directly or indirectly:
(a) solicit or (except where required by the fiduciary duties of the Biotrace
Directors or by their duties under the Code and, in each case, only in response
to an unsolicited approach) encourage any person other than 3M to make any offer
for any shares or other securities of Biotrace or to indicate the basis on which
any such offer might be made or enter into discussions relating to any possible
offer; (b) (except where required by the fiduciary duties of the Biotrace
Directors or by their duties under the Code and, in each case, only in response
to an unsolicited approach) enter into any discussions with, or provide any
information to, any person who is considering making such an offer; or (c)
(except where required by the fiduciary duties of the Biotrace Directors or by
their duties under the Code) otherwise take any action which is designed or
intended to be prejudicial to the successful outcome of the Offer or which would
or might reasonably be expected to have the effect of preventing any of the
terms or conditions of the Offer from being fulfilled (and in particular, but
without limitation, Biotrace is obliged to comply with General Principle 3 and
Rule 21 of the Code);
* to notify 3M promptly (and in any event within one day) of any
approach made to Biotrace in relation to any Superior Proposal or Competing
Proposal and, in the case of a Superior Proposal, to provide 3M with reasonable
details of the terms proposed, including, without limitation, as to price,
timetable and conditionality (although Biotrace is under no obligation to
disclose the identity of the third party making such Competing Proposal or
Superior Proposal);
* not to accept, recommend, approve or enter into any agreement for the
implementation of a Superior Proposal and not to withhold, withdraw, qualify,
change or modify its recommendation in respect of the Offer in each case until
the earlier of: (a) 3M having failed, within 48 hours of receiving reasonable
details of the Superior Proposal and its terms to confirm to Biotrace in writing
its intention to increase the Offer to a price per share equal to or greater
than that offered under the Superior Proposal; or (b) 3M having failed to
announce such increase within five days of receiving reasonable details of the
Superior Proposal and its terms;
* to pay the sum of #250,000 plus VAT (if any) to 3M if:
(a) the board of Directors of Biotrace do not recommend on a unanimous and
unqualified basis that the shareholders of Biotrace accept the Offer or
withdraw, qualify, change or modify such recommendation, in each case other than
where 3M has, with the written consent of the Panel, reduced its Offer to below
the level set out in the Press Announcement or has, with the consent of the
Panel, otherwise modified the terms of its Offer in a manner which is materially
adverse to Biotrace's shareholders; or
(b) a Competing Proposal (or any amendment, variation or revision of such
proposal) is both (i) announced prior to the date upon which the Offer lapses or
is withdrawn by 3M or becomes or is declared to be wholly unconditional or is
completed, and (ii) such Competing Proposal subsequently becomes or is declared
wholly unconditional or is completed; and
* not to pay any form of inducement, break, compensation or similar fee
with respect to any Competing Proposal.
Nothing in the inducement fee agreement obliges Biotrace to pay any amount to 3M
which the Panel determines would not be permitted by Rule 21.2 of the City Code.
11. Management and employees
3M attaches great importance to the skills, experience and industry knowledge of
the existing management and employees of Biotrace, who have contributed to
Biotrace's success to date, and whom 3M would anticipate playing an important
role in the development of the enlarged business. Accordingly, it is 3M's
intention to continue to retain as far as reasonably practicable Biotrace's
existing operating and employment structure.
Following the Offer becoming or being declared unconditional in all respects,
the existing employment rights of the employees of Biotrace will be safeguarded.
12. Biotrace Share Option Schemes
The Offer will extend to any Biotrace Shares issued or unconditionally allotted
prior to the date on which the Offer closes (or such earlier date or dates as 3M
may, in accordance with the City Code, decide) as a result of the exercise of
options granted under any of the Biotrace Share Option Schemes.
To the extent such options have not been exercised, it is intended that
appropriate proposals will be made to Biotrace Optionholders, subject to the
Offer becoming or being declared unconditional in all respects.
13. Payment in lieu of options
Each of Ian Johnson, Peter Morgan and Tony Newton were entitled earlier in the
year to a grant of options under the Biotrace International plc Non-Approved
Executive Share Option Scheme. However, following the Company receiving
indications of interest from a number of parties, Biotrace was not able to grant
such options to these individuals as anticipated due to regulatory and legal
reasons. It has therefore been proposed by the Biotrace remuneration committee,
and agreed by the Board of Biotrace, to pay each of the individuals a cash sum
to put them in the position they would have been in had the options been granted
and exercised in accordance with the terms of the Offer. These arrangements
have been consented to by 3M and the Panel on an ex parte basis. Accordingly,
Biotrace has agreed to pay the following amounts upon the Offer becoming
unconditional as to acceptances: (i) Ian Johnson, #43,500 in lieu of 100,000
share options; (ii) Peter Morgan, #43,500 in lieu of 100,000 share options; and
(iii) Tony Newton, #21,750 in lieu of 50,000 share options.
14. Disclosure of interests in Biotrace
Neither 3M, nor any director of 3M, nor, so far as the directors of 3M are
aware, any person acting in concert with 3M, is interested in or has any rights
to subscribe for any Biotrace Shares nor does any such person have any
arrangement in relation to Biotrace Shares. For these purposes, "arrangement"
includes any agreement to sell or any delivery obligation or right to require
another person to purchase or take delivery and borrowing or lending of Biotrace
Shares. An "arrangement" also includes any indemnity or option arrangement, any
agreement or understanding, formal or informal, of whatever nature, relating to
Biotrace Shares which may be an inducement to deal or refrain from dealing in
such securities. "Interest" includes any long economic exposure, whether
conditional or absolute, to changes in the price of securities and a person is
treated as having an "interest" by virtue of the ownership or control of
securities, or by virtue of any option in respect of, or derivative referenced
to, securities.
In view of the requirement for confidentiality, 3M has not made enquiries of
certain persons who may be deemed by the City Code to be acting in concert with
it for the purpose of the Offer.
15. Compulsory acquisition, de-listing and re-registration
If 3M receives acceptances of the Offer in respect of, and/or otherwise
acquires, 90 per cent. or more of the Biotrace Shares to which the Offer relates
and assuming all other conditions of the Offer have been satisfied or waived (if
they are capable of being waived), 3M intends to exercise its rights pursuant to
the provisions of Schedule 2 to the Takeovers Directive (Interim Implementation)
Regulations 2006 to acquire the remaining Biotrace Shares to which the Offer
relates on the same terms as the Offer.
Assuming the Offer becomes or is declared unconditional in all respects and
subject to any applicable requirements of the Financial Services Authority, 3M
intends to procure the making of applications by Biotrace to the Financial
Services Authority for the cancellation of the listing of the Biotrace Shares on
the Official List and to the London Stock Exchange for the cancellation of
admission to trading of Biotrace Shares on its market for listed securities. If
this de-listing and cancellation occurs, it will significantly reduce the
liquidity and marketability of any Biotrace Shares not assented to the Offer.
It is anticipated that the de-listing and cancellation of admission to trading
will take effect no earlier than the expiry of 20 Business Days after the date
upon which the Offer becomes or is declared unconditional in all respects (and
subject to 3M acquiring or agreeing to acquire issued share capital in Biotrace
carrying 75 per cent. or more of the voting rights of Biotrace in accordance
with paragraph 5.2 of the Listing Rules).
It is currently intended that, following the Offer becoming or being declared
unconditional in all respects and after the cancellation of the listing of the
Biotrace Shares on the Official List and the cancellation of admission to
trading of Biotrace Shares on the London Stock Exchange's market for listed
securities, Biotrace will be re-registered as a private company under the
relevant provisions of the Companies Act.
16. Other
The Offer Document and Form of Acceptance will be posted to Biotrace
Shareholders and, for information only, to participants in the Biotrace Share
Option Schemes as soon as practicable and, in any event, (save with the consent
of the Panel) within 28 days of the date hereof. The full terms and conditions
of the Offer will be set out in the Offer Document and Form of Acceptance. In
deciding whether or not to accept the Offer, Biotrace Shareholders should rely
on the information contained in, and follow the procedures described in, the
Offer Document and Form of Acceptance.
The availability of the Offer to persons not resident in the UK may be affected
by the laws of their relevant jurisdiction. Any persons who are subject to the
laws of any jurisdiction other than the UK should inform themselves about and
observe any applicable legal or regulatory requirements of their jurisdiction.
Further details in relation to overseas shareholders will be contained in the
Offer Document.
The Offer will be governed by English law and will be subject to the exclusive
jurisdiction of the English courts. The Offer will be subject to the applicable
requirements of the City Code, the Panel, the London Stock Exchange, the UK
Listing Authority and other legal or regulatory requirements.
Appendix I sets out the conditions and certain further terms of the Offer.
Appendix II contains source notes relating to certain information contained in
this announcement. Certain terms used in this announcement are defined in
Appendix III to this announcement.
Enquiries:
3M
Bruce Jermeland (Manager of Investor Relations) Tel: +1 651 733 1807
Matt Ginter (Vice President Investor Relations &
Financial Planning) Tel: +1 651 733 8206
UBS Investment Bank (Financial adviser to 3M)
Aidan Clegg Tel: +44 (0)20 7568 0000
Nik Morandi
Financial Dynamics (PR adviser to 3M)
Andrew Dowler Tel: +44 (0)20 7831 3113
Anna Keeble
Biotrace
Terence Clements (Chairman) Tel: +44 (0)1656 641 492
Ian Johnson (Chief Executive)
Numis (Financial adviser and corporate broker to Biotrace)
Michael Meade Tel: +44 (0)20 7776 1500
James Black
Buchanan Communications (PR adviser to Biotrace)
Tim Anderson Tel: +44 (0)20 7466 5000
James Strong
UBS, which is authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for 3M and no one else in connection
with the Offer and will not be responsible to anyone other than 3M for providing
the protections afforded to its customers or for providing advice in relation to
the Offer, the contents of this announcement or any transaction or arrangement
referred to herein.
Numis, which is authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for Biotrace and no one else in
connection with the Offer and will not be responsible to anyone other than
Biotrace for providing the protections afforded to its customers or for
providing advice in relation to the Offer, the contents of this announcement or
any transaction or arrangement referred to herein.
This announcement is not intended to and does not constitute, or form any part
of, any offer to sell or any solicitation of any offer to purchase or subscribe
for any securities or the solicitation of any vote or approval in any
jurisdiction. Any acceptance or other response to the Offer should be made only
on the basis of the information contained or referred to in the Offer Document
and the Form of Acceptance. The laws of relevant jurisdictions may affect the
availability of the Offer to persons not resident in the United Kingdom.
Persons who are not resident in the United Kingdom, or who are subject to the
laws of any jurisdiction other than the United Kingdom, should inform themselves
about and observe any applicable legal or regulatory requirements of their
jurisdiction. The Offer Document will be available for public inspection and
will also be posted on 3M's website.
Unless otherwise determined by 3M, the Offer will not be made, directly or
indirectly, in, into or from or by the use of mails of, or by any means of
instrumentality (including, without limitation, telephonically or
electronically) of interstate or foreign commerce of, or through any facilities
of a national securities exchange of any jurisdiction if to do so would
constitute a violation of the relevant laws of such jurisdiction and the Offer,
when made, should not be accepted by any such use, means, instrumentality or
facilities or from or within any such jurisdiction. Accordingly, copies of this
announcement are not being, and must not be, mailed or otherwise forwarded,
distributed or sent in, into or from any jurisdiction if to do so would
constitute a violation of the relevant laws of such jurisdiction and persons
receiving this announcement (including, without limitation, custodians, nominees
and trustees) must not mail or otherwise forward, distribute or send it in, into
or from any such jurisdiction. Doing so may render invalid any purported
acceptance of the Offer.
In accordance with normal UK market practice, 3M or its nominees or brokers
(acting as agents) may from time to time make certain purchases of, or
arrangements to purchase, Biotrace Shares, other than pursuant to the Offer,
before or during the period in which the Offer remains open for acceptance.
These purchases may occur either in the open market at prevailing prices or in
private transactions at negotiated prices. Any information about such purchases
will be disclosed as required in the UK.
Forward-looking statements
This announcement, including information included or incorporated by reference
in this announcement, may contain "forward-looking statements" concerning the
Offer, 3M and Biotrace. Generally, the words "will", "may", "should", "could",
"would", "can", "continue", "opportunity", "believes", "expects", "intends", "
anticipates", "estimates" or similar expressions identify forward-looking
statements. The forward-looking statements involve risks and uncertainties that
could cause actual results to differ materially from those expressed in the
forward-looking statements. Forward-looking statements includes statements
relating to the following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial condition,
dividend policy, losses and future prospects; (ii) business and management
strategies and the expansion and growth of 3M's or Biotrace's operations and
potential synergies resulting from the Offer; and (iii) the effects of
government regulation on 3M's or Biotrace's business. Many of these risks and
uncertainties relate to factors that are beyond the companies' abilities to
control or estimate precisely, such as future market conditions and the
behaviours of other market participants, and therefore undue reliance should not
be placed on such statements. 3M and Biotrace disclaim any obligation in respect
of, and do not intend to update, these forward-looking statements, except as
required pursuant to applicable law.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
"interested" (directly or indirectly) in one per cent. or more of any class of "
relevant securities" of Biotrace, all "dealings" in any "relevant securities" of
Biotrace (including by means of an option in respect of, or a derivative
referenced to, any such "relevant securities") must be publicly disclosed by no
later than 3.30 p.m. (London time) on the London business day following the date
of the relevant transaction. This requirement will continue until the date on
which the Offer becomes, or is declared, unconditional as to acceptances, lapses
or is otherwise withdrawn or on which the "offer period" otherwise ends. If two
or more persons act together pursuant to an agreement or understanding, whether
formal or informal, to acquire an "interest" in "relevant securities" of
Biotrace, they will be deemed to be a single person for the purposes of Rule 8.3
of the City Code.
Under the provision of Rule 8.1 of the City Code, all "dealings" in "relevant
securities" of Biotrace by 3M or Biotrace or by any of their respective "
associates", must be disclosed by no later than 12.00 noon (London time) on the
London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referred to, securities.
Terms in quotation marks are defined in the City Code, which can also be found
on the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a "dealing" under Rule 8 of the City Code, you should
consult the Panel.
APPENDIX I
CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER
The Offer, which will be made by 3M or a wholly-owned subsidiary of 3M, will
comply with the rules and regulations of the Financial Services Authority and
the City Code.
Part A: Conditions of the Offer
The Offer will be subject to the following conditions:
(a) valid acceptances being received (and not, where permitted, withdrawn)
by not later than 1.00 p.m. on the first closing date of the Offer (or such
later time(s) and/or date(s) as 3M may, with the consent of the Panel or in
accordance with the City Code, decide) in respect of not less than 90 per cent.
(or such lower percentage as 3M may decide) of the Biotrace Shares to which the
Offer relates provided that this condition shall not be satisfied unless 3M and/
or any of its wholly-owned subsidiaries shall have acquired or agreed to
acquire, whether pursuant to the Offer or otherwise, Biotrace Shares carrying in
aggregate more than 50 per cent. of the voting rights then normally exercisable
at general meetings of Biotrace. For the purposes of this condition:
(i) the Biotrace Shares which have been unconditionally allotted but not
issued before the Offer becomes or is declared unconditional as to acceptances,
whether pursuant to the exercise of any outstanding subscription or conversion
rights or otherwise, shall be deemed to carry the voting rights they will carry
on being entered into the register of members of Biotrace;
(ii) the expression "Biotrace Shares to which the Offer relates" shall be
construed in accordance with Schedule 2 to the Takeovers Directive (Interim
Implementation) Regulations 2006; and
(iii) valid acceptances shall be deemed to have been received in respect of
the Biotrace Shares which are treated with the purposes of paragraph 2(15) of
Schedule 2 of the Takeovers Directive (Interim Implementation) Regulations 2006
as having been acquired or contracted to be acquired by 3M by virtue of
acceptances of the Offer;
(b) insofar as the proposed acquisition of Biotrace is referred to the
European Commission under Article 4(5) or Article 22 of Council Regulation (EC)
139/2004 (as amended) (the "Merger Regulation"):
(i) the European Commission having issued a decision indicating, on
terms reasonably satisfactory to 3M, that it does not intend to initiate
proceedings under Article 6(1)(c) of the Merger Regulation in respect of the
proposed acquisition of Biotrace by 3M (or any part thereof), or a decision
being deemed to have been taken under Article 10(6) of the Merger Regulation;
and
(ii) no indication having been made that a member state and/or party to
the Agreement on the European Economic Area (the "EEA Agreement") may take
appropriate measures to protect legitimate interests pursuant to Article 21(4)
of the Merger Regulation (or Article 7(1) of the EEA Agreement, as the case may
be) in relation to the proposed acquisition of Biotrace by 3M or any aspect of
such acquisition;
(c) insofar as the proposed acquisition of Biotrace by 3M is not subject to
review under the Merger Regulation,
(i) it being established in terms satisfactory to 3M that the Office of
Fair Trading in the United Kingdom (the "OFT") does not intend to refer the
proposed acquisition of Biotrace by 3M or any matter arising from the proposed
acquisition of Biotrace by 3M to the Competition Commission for investigation;
and
(ii) Approval under the German Act against Restraints of Competition
(Gesetz gegen Wettbewerbsbeschrankungen) from the German Federal Cartel Office
(Bundeskartellamt) having been obtained or the applicable waiting periods under
the German Act against Restraints of Competition having expired or been
terminated without action from the German Federal Cartel Office.
(d) all filings, approvals or expiration or termination of any applicable
waiting periods under competition or trade regulation laws in jurisdictions in
which such filings, approvals or expiration or termination are required by law
to be made, obtained or expired or terminated in respect of the proposed
acquisition of Biotrace by 3M and the proposed acquisition of any shares in, or
control of, Biotrace by 3M having been made, obtained or expired or terminated;
(e) (i) the Secretary of State for Trade and Industry in
the United Kingdom (the "Secretary of State") not having indicated that he
intends to issue an intervention notice or a special intervention notice to the
OFT under sections 42 or 59 (respectively) of the Enterprise Act 2002 in respect
of the Offer or any matter arising therefrom; or
(ii) where the Secretary of State has issued an intervention notice or a
special intervention notice to the OFT under sections 42 or 59 (respectively) of
the Enterprise Act 2002 in respect of the Offer or any matter arising therefrom,
the matters to which the said notice relates being finally determined within the
meaning of sections 43(4) or 60(4) (respectively) of the Enterprise Act 2002
without any enforcement action being taken by the Secretary of State; or
(iii) where the Secretary of State has issued an intervention notice or a
special intervention notice to the OFT under sections 42 or 59 (respectively) of
the Enterprise Act 2002 in respect of the Offer or any matter arising therefrom,
3M agreeing to give such undertakings to the Secretary of State as 3M reasonably
considers acceptable and such undertakings being accepted by the Secretary of
State under paragraph 3 of Schedule 7 of the Enterprise Act 2002; or
(iv) the Secretary of State not having referred the Offer or any aspect
thereof to the Competition Commission under sections 45 or 62 (respectively) of
the Enterprise Act 2002;
(f) all authorisations, orders, recognition, grants, consents, licences,
confirmations, clearances, permissions and approvals which are reasonably
necessary or appropriate for or in respect of the Offer and the proposed
acquisition of any shares in, or control of, Biotrace by 3M having been obtained
in a form reasonably satisfactory to 3M and all such authorisations, orders,
recognitions, grants, consents, licences, confirmations, clearances, permissions
and approvals remaining in full force and effect and there being no notice or
intimation of any intention to revoke any of the same at the time at which the
Offer becomes otherwise unconditional;
(g) Save as fully and fairly disclosed in writing by Biotrace to 3M prior to
the date hereof, there being no provision of any agreement, arrangement,
licence, permit, lease or other instrument to which any member of the Wider
Biotrace Group is a party or by or to which any such member or any of its assets
may be bound, entitled or subject, or any circumstance which in each case as a
consequence of the Offer or the proposed acquisition of any shares or other
securities in Biotrace or because of a change in the control or management of
the Wider Biotrace Group or otherwise, could or might reasonably be expected to
result in, to an extent which is or would be material in the context of the
Wider Biotrace Group taken as a whole:
(i) any monies borrowed by or any other indebtedness (actual or
contingent) of, or grant available to any such member, being or becoming
repayable or capable of being declared repayable immediately or earlier than
their or its stated maturity date or repayment date or the ability of any such
member to borrow monies or incur any indebtedness being withdrawn or inhibited
or being capable of becoming or being withdrawn or inhibited;
(ii) any such agreement, arrangement, licence, permit, lease or
instrument or the interest or business of any such member or the rights,
liabilities, obligations or interests of any such member thereunder being
terminated or adversely modified or affected or any obligation or liability
arising or any adverse action being taken or arising thereunder;
(iii) any assets or interests of any such member being or falling to be
disposed of or charged or any right arising under which any such asset or
interest could be required to be disposed of or charged or could cease to be
available to any such member;
(iv) the creation or enforcement of any mortgage, charge or other security
interest over the whole or any part of the business, property or assets of any
such member or any such mortgage, charge or other security interest (whenever
arising or having arisen) becoming enforceable;
(v) the rights, liabilities, obligations or interests of any such member
in, or the business of any such member with, any person, firm or body (or any
arrangement(s) relating to any such interest or business) being terminated,
adversely modified or adversely affected;
(vi) the value of any such member or its financial or trading position or
prospects being prejudiced or adversely affected;
(vii) any such member ceasing to be able to carry on business under any
name under which it presently does so; or
(viii) the creation of any liability, actual or contingent, by any such
member,
and no event having occurred which, under any provision of any agreement,
arrangement, licence, permit, lease or other instrument to which any member of
the Wider Biotrace Group is a party or by or to which any such member or any of
its assets may be bound, entitled or subject, could reasonably be expected by 3M
to result in any of the events or circumstances as are referred to in sub-
paragraphs (i) to (viii) of this condition (g);
(h) no central bank, government, government department or governmental,
quasi-governmental, supranational, statutory, regulatory, environmental or
investigative body, court, stock exchange, trade agency, association,
institution or any other body or person whatsoever in any jurisdiction (each, a
"Third Party") having decided to take, institute, implement or threaten any
action, proceeding, suit, investigation, enquiry or reference, or having
required any action to be taken or having enacted, made or proposed any statute,
regulation, decision or order, and there not continuing to be outstanding any
statute, regulation, decision or order, which would or might reasonably be
expected by 3M to:
(i) require, prevent or delay the divestiture, or adversely alter the
terms envisaged for any proposed divestiture by any member of the Wider 3M Group
or any member of the Wider Biotrace Group of all or any portion of their
respective businesses, assets or property or impose any material limitation on
the ability of any of them to conduct their respective businesses (or any of
them) or to own any of their respective material assets or material properties
or any part thereof;
(ii) result in a material delay in the ability of 3M, or render it
unable, to acquire some or all of the Biotrace Shares or require a material
divestiture by 3M or any member of the Wider 3M Group of any securities in
Biotrace;
(iii) impose any material limitation on, or result in a material delay in,
the ability of any member of the Wider 3M Group directly or indirectly to
acquire or to hold or to exercise effectively any rights of ownership in respect
of shares or loans or securities convertible into shares or any other securities
(or the equivalent) in any member of the Wider Biotrace Group or the Wider 3M
Group or to exercise, directly or indirectly, voting or management control over
any such member;
(iv) otherwise adversely affect the business, assets, liabilities profits
or prospects of any member of the Wider Biotrace Group;
(v) make the Offer, its implementation or the acquisition or proposed
acquisition by 3M or any member of the Wider 3M Group of any shares or other
securities in, or control or management of, Biotrace void, illegal and/or
unenforceable under the laws of any jurisdiction, or otherwise, directly or
indirectly, restrain, prevent, restrict, prohibit, or delay the same, or impose
additional conditions or obligations with respect to, or otherwise impede or
challenge or require material amendment of the Offer or the acquisition by 3M or
any member of the Wider 3M Group of any shares or other securities in Biotrace;
(vi) require any member of the Wider 3M Group or the Wider Biotrace Group
to acquire, or to offer to acquire, any shares or other securities (or the
equivalent) or interest in any member of the Wider Biotrace Group or the Wider
3M Group owned by any third party (other than in the implementation of the
Offer);
(vii) impose any material limitation on the ability of any member of the
Wider Biotrace Group to co-ordinate its business, or any part of it, with the
businesses of any other member of the Wider Biotrace Group and/or the Wider 3M
Group; or
(viii) result in any member of the Wider Biotrace Group ceasing to be able
to carry on business under any name under which it presently does so,
in each case to an extent which is material in the context of the Offer, or the
Wider 3M Group or the Wider Biotrace Group taken as a whole (as the case may
be), and all applicable waiting and other time periods (including any extensions
thereof) during which any such Third Party could institute, implement or
threaten any action, proceeding, suit, investigation, enquiry or reference or
any other step under the laws of any jurisdiction in respect of the Offer or
proposed acquisition of any shares or securities in Biotrace having expired,
lapsed or been terminated;
(i) all filings or applications which are reasonably considered necessary
by 3M having been made in connection with the Offer and all statutory or
regulatory obligations in any jurisdiction having been complied with in
connection with the Offer or the acquisition by any member of the Wider 3M Group
of any shares or other securities in, or control of, Biotrace in circumstances
where non-compliance would have a material adverse effect on the Wider 3M Group
or the Wider Biotrace Group taken as a whole (as the case may be) or would be
material in the context of the Offer and all authorisations, orders,
recognitions, grants, consents, licences, confirmations, clearances, permissions
and approvals reasonably deemed necessary or appropriate by 3M or any member of
the Wider 3M Group in respect of the Offer or the proposed acquisition of any
shares or other securities in, or control of, Biotrace by any member of the
Wider 3M Group having been obtained in terms and in a form reasonably
satisfactory to 3M from all appropriate Third Parties or persons with whom any
member of the Wider Biotrace Group has entered into contractual arrangements, in
each case where the absence of such authorisation, order, recognition, grant,
consent, licence, confirmation, clearance, permission or approval would have a
material adverse effect on the Wider 3M Group or the Wider Biotrace Group taken
as a whole (as the case may be) or would be material in the context of the
Offer, and all such authorisations, orders, recognitions, grants, consents,
licences, confirmations, clearances, permissions and approvals which are
reasonably considered by 3M to be necessary or appropriate to carry on the
business of any member of the Wider Biotrace Group as currently carried on
remaining in full force and effect and all filings necessary for such purpose
having been made and there being no notice or intimation of any intention to
revoke or not to renew any of the same and all necessary statutory or regulatory
obligations in any jurisdiction having been complied with;
(j) except as fully and fairly disclosed in the report and accounts of
Biotrace for the year ended 31 December 2005 or in the interim results statement
of Biotrace for the six months ended 30 June 2006 or as publicly announced by
Biotrace in accordance with the Listing Rules and/or the Disclosure Rules (by
the delivery of an announcement to a Regulatory Information Service) or as
fairly disclosed in writing to 3M prior to the date hereof, no member of the
Wider Biotrace Group having, since 31 December 2005:
(i) save as between Biotrace and wholly-owned subsidiaries of Biotrace
or for Biotrace Shares issued pursuant to the exercise of options granted under
the Biotrace Share Option Schemes issued or agreed to issue, authorised or
proposed the issue of additional shares or securities of any class;
(ii) save as between Biotrace and wholly-owned subsidiaries of Biotrace
or for the grant of options under the Biotrace Share Option Schemes, issued or
agreed to issue, authorised or proposed the issue of securities convertible into
shares of any class or rights, warrants or options to subscribe for, or acquire,
any such shares or convertible securities;
(iii) purchased, redeemed or repaid or announced any proposal to purchase,
redeem or repay any of its own shares (including treasury shares) or other
securities or reduced or made or authorised any other change to any part of its
share capital;
(iv) other than to another member of the Biotrace Group, recommended,
declared, paid or made or proposed to recommend, declare, pay or make any bonus,
dividend or other distribution to any shareholder whether payable in cash or
otherwise (save in respect of the Interim Dividend);
(v) save for intra-Biotrace Group transactions, merged with or demerged
from any body corporate or partnership or, other than in the ordinary course of
business, acquired or disposed of or transferred, mortgaged, charged or created
any security interest over, any asset or any right, title or interest in any
asset (including shares and trade investments) or authorised, proposed or
announced any intention to propose the same;
(vi) save for intra-Biotrace Group transactions, made or authorised or
proposed or announced an intention to propose any change in its loan capital;
(vii) issued, authorised or proposed the issue of any debentures or, save
for intra-Biotrace Group transactions and other than in the ordinary course of
its business, incurred or increased any indebtedness or liability (actual or
contingent) or proposed to do any of the foregoing;
(viii) entered into, implemented, effected, authorised, proposed or
announced any reconstruction, amalgamation, scheme, commitment or other
transaction or arrangement in respect of itself or another member of the Wider
Biotrace Group that is material in the context of the Wider Biotrace Group;
(ix) entered into, or varied the terms of, any agreement with any of the
directors or senior executives of Biotrace;
(x) entered into, varied or (in a manner which is materially prejudicial
to the Wider Biotrace Group taken as a whole) terminated, or authorised,
proposed or announced its intention to enter into, vary or (in a manner which is
materially prejudicial to the Wider Biotrace Group taken as a whole) terminate
any agreement, transaction, arrangement or commitment (whether in respect of
capital expenditure or otherwise) which:
(A) is of a long term, onerous or unusual nature or magnitude;
(B) is or might reasonably be expected to restrict the business of any
member of the Wider Biotrace Group; or
(C) is outside of the ordinary course of business and is material in the
context of the Wider Biotrace Group taken as a whole;
(xi) terminated or varied the terms of any agreement or arrangement
between any member of the Biotrace Group and any other person in a manner which
would or might reasonably be expected to have a material adverse effect on the
financial position or prospects of the Biotrace Group taken as a whole;
(xii) taken any corporate action or had any legal proceedings started or
threatened against it or petition presented or order made for its winding-up
(voluntary or otherwise), dissolution or reorganisation or for the appointment
of a receiver, administrative receiver, administrator, trustee or similar
officer of all or any of its assets or revenues or any analogous proceedings in
any jurisdiction or had any such person appointed in any jurisdiction;
(xiii) been unable, or admitted in writing that it is unable, to pay its
debts or having stopped or suspended (or threatened to stop or suspend) payment
of its debts generally or ceased or threatened to cease carrying on all or a
substantial part of its business;
(xiv) waived, settled or compromised any claim otherwise than in the
ordinary course of business and providing any such claim is not material in the
context of the business of the Wider Biotrace Group taken as a whole;
(xiii) made any alteration to its memorandum or articles of
association or other incorporation documents or, except for any change required
by reason of a concurrent change in applicable law, regulation or generally
accepted accounting practice, to any method of accounting or accounting practice
used by it on the date hereof and which, in any case, is materially adverse in
the context of the Wider Biotrace Group taken as a whole; or
(xv) entered into or varied any contract, commitment, arrangement or
agreement or passed any resolution or made any offer (which remains open for
acceptance) with respect to or announced any intention to, or proposed to,
effect any of the transactions, matters or events referred to in this condition
(j),
and, for the purposes of paragraphs (iv), (v), (vi) and (vii) of this condition
(k), the term "Biotrace Group" shall mean Biotrace and its wholly-owned
subsidiaries;
(k) since 31 December 2005 and save as fully and fairly disclosed in the
report and accounts of Biotrace for the year then ended or in the interim
results statement of Biotrace for the six months ended 30 June 2006 or save as
publicly announced in accordance with the Listing Rules and/or the Disclosure
Rules by Biotrace (by the delivery of an announcement to a Regulatory
Information Service) or as fairly disclosed in writing to 3M prior to the date
hereof:
(i) no adverse change or deterioration having occurred in the business,
assets, financial or trading position or profits or prospects of any member of
the Wider Biotrace Group;
(ii) no litigation, arbitration proceedings, prosecution or other legal
proceedings to which any member of the Wider Biotrace Group is or may become a
party (whether as a claimant, defendant or otherwise) and no enquiry or
investigation by or complaint or reference to any Third Party against or in
respect of any member of the Wider Biotrace Group having been instituted,
announced or threatened by or against or remaining outstanding against or in
respect of any member of the Wider Biotrace Group which in any such case might
reasonably be expected to adversely affect any member of the Wider Biotrace
Group;
(iii) no contingent or other liability having arisen or become apparent to
3M, which would be likely to adversely affect any member of the Wider Biotrace
Group; and
(iv) no steps having been taken which are likely to result in the
withdrawal (without replacement), cancellation, termination or modification of
any material licence held by any member of the Wider Biotrace Group which is
necessary for the proper carrying on of its business,
in each case to an extent which is material in the context of 3M and its
subsidiary undertaking taken as a whole or the Wider Biotrace Group taken as a
whole (as the case may be);
(l)
(i) save as fully and fairly disclosed in writing by Biotrace to 3M
prior to the date hereof, 3M not having discovered: (a) that any financial,
business or other information concerning the Wider Biotrace Group as contained
in the information publicly disclosed at any time by or on behalf of any member
of the Wider Biotrace Group is materially misleading, contains a material
misrepresentation of fact or omits to state a fact necessary to make that
information not materially misleading; or (b) that any member of the Wider
Biotrace Group, or any partnership, company or other entity in which any member
of the Wider Biotrace Group has a significant economic interest and which is not
a subsidiary undertaking of Biotrace is subject to any liability (contingent or
otherwise) which is material in the context of the Wider Biotrace Group taken as
a whole; or
(ii) since 31 December 2005 and save as fully and fairly disclosed in the
report and accounts of Biotrace for the year then ended or in the interim
results statement of Biotrace for the six months ended 30 June 2006 or save as
publicly announced in accordance with the Listing Rules and/or the Disclosure
Rules by Biotrace (by the delivery of an announcement to a Regulatory
Information Service) or as fairly disclosed in writing to 3M prior to the date
hereof, 3M not having discovered any information which affects the import of any
information disclosed at any time by or on behalf of any member of the Wider
Biotrace Group and which is material in the context of the Wider Biotrace Group
taken as a whole; and
(m) Save as fully and fairly disclosed in writing by Biotrace to 3M prior to
the date hereof, 3M not having discovered that:
(i) any past or present member of the Wider Biotrace Group has failed to
comply in any material respect with any and/or all applicable legislation or
regulation of any relevant jurisdiction with regard to the use, storage,
treatment, transport, handling, disposal, spillage, release, discharge, leak or
emission of any waste or hazardous substance or any substance likely to impair
the environment or harm human health or animal health or otherwise relating to
environmental matters, or that there has otherwise been any such use, storage,
treatment, transport, handling, disposal, spillage, release, discharge, leak or
emission (whether or not the same constituted a non-compliance by any person
with any such legislation or regulations, and wherever the same may have taken
place) any of which use, storage, treatment, transport, handling disposal,
spillage, release, discharge, leak or emission would, in each case, be
reasonably likely to give rise to any liability (actual or contingent) on the
part of any member of the Wider Biotrace Group which is material in the context
of the Wider Biotrace Group taken as a whole; or
(ii) there is, or is reasonably likely to be, any liability (actual or
contingent) of any past or present member of the Wider Biotrace Group to make
good, repair, reinstate or clean up any property or any controlled waters now or
previously owned, occupied, operated or made use of or controlled by any such
past or present member of the Wider Biotrace Group, under any environmental
legislation, regulation, notice, circular or order of any government,
governmental, quasi-governmental, state or local government, supranational,
statutory or other regulatory body, agency, court, association or any other
person or body in any jurisdiction which is material in the context of the Wider
Biotrace Group taken as a whole.
For the purposes of these conditions, the "Wider Biotrace Group" means Biotrace
and its subsidiary undertakings, associated undertakings and any other
undertaking in which Biotrace and/or such undertakings (aggregating their
interests) have a significant interest and the "Wider 3M Group" means 3M and its
subsidiary undertakings, associated undertakings and any other undertaking in
which 3M and/or such undertakings (aggregating their interests) have a
significant interest and, for these purposes, "subsidiary undertaking", "
associated undertaking" and "undertaking" have the meanings given by the
Companies Act, other than paragraph 20(1)(b) of Schedule 4A to that Act which
shall be excluded for this purpose, and "significant interest" means a direct or
indirect interest in 10 per cent. or more of the equity share capital (as
defined in that Act).
3M reserves the right to waive, in whole or in part, all or any of the above
conditions, except condition (a).
Conditions (b) to (m) (inclusive) must be fulfilled by midnight on the 21st day
after the later of the first closing date of the Offer and the date on which
condition (a) is fulfilled (or in each such case such later date as 3M may, with
the consent of the Panel, decide). 3M shall be under no obligation to waive or
treat as satisfied any of the conditions (b) to (m) (inclusive) by a date
earlier than the latest date specified above for the satisfaction thereof,
notwithstanding that the other conditions of the Offer may at such earlier date
have been waived or fulfilled and that there are at such earlier date no
circumstances indicating that any of such conditions may not be capable of
fulfilment.
If 3M is required by the Panel to make an offer for Biotrace Shares under the
provisions of Rule 9 of the City Code, 3M may make such alterations to any of
the above conditions as are necessary to comply with the provisions of that
Rule.
Part B: Certain further terms of the Offer
The Offer will lapse if it is referred to the Competition Commission or is the
subject of a decision to initiate proceedings under Article 6(1)(c) of the
Merger Regulation before 3.00 p.m. on the first closing date of the Offer or the
date on which the Offer becomes or is declared unconditional as to acceptances,
whichever is the later.
If the Offer lapses, it will cease to be capable of further acceptance. Biotrace
Shareholders who have already accepted the Offer shall then cease to be bound by
the acceptances delivered on or before the date on which the Offer lapses.
The Offer will be governed by English law and be subject to the exclusive
jurisdiction of the English courts, to the conditions set out in Part A above
and the further terms set out in this Part B, and to the terms and conditions
set out in the Offer Document and related Form of Acceptance.
The Offer will not be made, directly or indirectly, in or into, or by use of the
mails of, or by any means or instrumentality (including, without limitation,
facsimile transmission, telex, telephone or e-mail) of interstate or foreign
commerce of, or of any facility of a national securities exchange of any
jurisdiction if to do so would constitute a violation of the relevant laws in
such jurisdiction and the Offer will not be capable of acceptance by any such
use, means, instrumentality or facility or from within any such jurisdiction.
Biotrace Shares will be acquired under the Offer by 3M fully paid, free from all
liens, equitable interests, charges, encumbrances and other interests of any
nature whatsoever and together with all rights attaching thereto (save for the
Interim Dividend).
APPENDIX II
BASES OF CALCULATION AND SOURCES OF INFORMATION
In this announcement, unless otherwise stated or the context otherwise requires,
the following bases and sources have been used:
Historic share Closing Prices are sourced from the Daily Official List, and
represent the closing middle market prices for Biotrace Shares on the relevant
dates.
The Offer value is calculated by multiplying the Offer Price by the entire
issued and to be issued share capital of Biotrace of 40,332,184 Biotrace Shares,
being the number of Biotrace shares as detailed in an announcement released by
Biotrace dated 15 September 2006 and the number of Biotrace Shares capable of
being issued to satisfy existing options under the Biotrace Share Option
Schemes.
Unless otherwise stated, the information on Biotrace is extracted or derived
without material adjustment from the annual report and accounts of Biotrace for
the year ended 31 December 2005.
APPENDIX III
DEFINITIONS
The following definitions apply throughout this announcement, unless the context
requires otherwise:
"3M" 3M UK Holdings plc, a public limited company incorporated in England
and Wales or the 3M Group, as the context may require
"3M Company" a corporation existing under the laws of the State of Delaware
"3M Group" 3M Company and its subsidiaries
"Affiliate" references to the term "Affiliate" shall be construed, in relation to
a person that is a body corporate, as a reference to that person's
subsidiaries (as defined in section 736 of the Companies Act 1985)
"Biotrace" or the "Company" means Biotrace International plc
"Biotrace Group" Biotrace and its subsidiary undertakings
"Biotrace Optionholders" a holder of options under any of the Biotrace Share Option Schemes
"Biotrace Share Option Schemes" means each of: (a) the Biotrace International plc Executive Share
Option Scheme; (b) the Biotrace International plc Non-Approved
Executive Share Option Scheme; and (c) the Biotrace International plc
Inland Revenue-Approved Execution Share Option Scheme
"Biotrace Shares" includes: (a) the existing unconditionally allotted or issued and
fully paid ordinary shares of 10 pence each in the capital of
Biotrace; and (b) any further ordinary shares of 10 pence each in the
capital of Biotrace which are unconditionally allotted or issued and
fully paid, or credited as fully paid, before the date on which the
Offer closes (or before such earlier date as, subject to the City
Code, Biotrace may determine not being earlier than (i) the date on
which the Offer becomes or is declared unconditional as to acceptances
or (ii) if later, the first closing date of the Offer) but excludes
any treasury shares
"Biotrace Shareholders" the registered holders of Biotrace Shares
"Board of Biotrace" or "directors the board of directors of Biotrace
of Biotrace"
"Board" or "Board of 3M" the board of directors of 3M
"Business Day" a day, not being a public holiday, Saturday or Sunday, on which
clearing banks in London are open for normal business
"City Code" The City Code on Takeovers and Mergers
"Closing Price" the closing middle market quotation of a Biotrace Share as derived
from the Daily Official List on any particular day
"Companies Act" the Companies Act 1985, as amended
"Competing Proposal" means any proposed or actual offer or scheme of arrangement that would
result in any person or persons acting in concert (other than 3M or
its Affiliates or any person acting in concert with 3M or any of its
Affiliates) whether or not in writing, contemplating, relating to or
that could lead to any such person or persons, directly or indirectly,
owning at least 50 per cent. of the voting shares of Biotrace, any
proposed or actual transaction or series of transactions (other than
transaction(s) involving 3M or its Affiliates or any person acting in
concert with 3M or any of its Affiliates) involving (a) the
acquisition (whether through issuance, sale, lease or other
disposition), directly or indirectly, of all or any portion of the
shares or other equity interests (or options, rights or warrants to
purchase, or securities convertible into, such securities) or material
assets of the Target Companies (other than inventory to be sold in the
ordinary course of business consistent with past practice), or (b) any
merger, consolidation, business combination, recapitalization, share
exchange, liquidation, dissolution or similar transaction involving or
otherwise relating to any of the Target Companies;
"Competition Commission" the UK Competition Commission
"Daily Official List" the daily official list of the London Stock Exchange
"Disclosure Rules" the disclosure rules made under Part VI of the Financial Services and
Markets Act 2000
"Form of Acceptance" the form of acceptance relating to the Offer, which will accompany the
Offer Document
"Higher Competing Offer" a general offer by a third party for the Biotrace Shares, the value of
the consideration per Biotrace Shares available under which at the
time it is made exceeds the value of the consideration per Biotrace
Share available under the Offer at that time by at least 6.5p on the
assumption, that in each case, that any rights to elect or receive
different forms of consideration (including rights to accept
underwritten cash alternatives or other collateral offers) are
exercised in such manner as maximises that value but ignoring the
possible impact of any "mix and match" or similar arrangement under
which Biotrace Shareholders can elect, subject to the elections of
other Biotrace Shareholders, to vary the proportion in which they
receive different forms of consideration
"Interim Dividend" the interim dividend of 0.55 pence per Biotrace Share in respect of
the six months ended 30 June 2006, payable on 9 October 2006 to
Biotrace Shareholders on the register at the close of business on 15
September 2006
"Listing Rules" the listing rules made under Part VI of the Financial Services and
Markets Act 2000
"London Stock Exchange" The London Stock Exchange plc
"Numis" Numis Securities Limited
"Offer" the recommended offer to be made by 3M (or a wholly-owned subsidiary)
to acquire the entire issued and to be issued Biotrace Shares on the
terms and subject to the conditions to be set out in the Offer
Document and Form of Acceptance and, where the context so requires,
any subsequent revision, variation, extension or renewal thereof
"Offer Document" the formal document to be sent to Biotrace Shareholders containing the
Offer
"Offer Price" 130 pence per Biotrace Share
"Official List" The Official List of the UK Listing Authority
"Panel" The Panel on Takeovers and Mergers
"Pound Sterling" or "#" means the lawful currency of the United Kingdom (and references to "
pence" shall be construed accordingly)
"subsidiary", "subsidiary shall be construed in accordance with the Companies Act
undertaking", "associated
undertaking" or
"undertaking"
"Superior Proposal" a bona fide Competing Proposal which the directors of Biotrace
consider, acting reasonably and in good faith and after consultation
with their legal and financial advisers, is no less likely to be
completed on its terms, taking into account all financial, regulatory
and other aspects of such offer or possible offer or proposal
(including the ability of the offering or proposing party consummate
the transactions contemplated by such offer or possible offer or
proposal), than the Offer and which, if consummated, would, on a
reasonable and objectively determined basis, be superior to the Offer
from a financial point of view to Biotrace's shareholders: to the
extent that such offer or proposal includes any non-cash
consideration, the value in cash terms of such non-cash consideration
shall be determined by reference to the market value of such
consideration as at the date of the submission of such offer or
proposal
"Target Companies" Biotrace and its Affiliates
"UBS" or "UBS Investment Bank" UBS Limited
"United Kingdom" or"UK" the United Kingdom of Great Britain and Northern Ireland and its
dependent territories.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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