Notification Regarding Make Whole Consideration


 

TIDMCOT 
 
RNS Number : 0029W 
Inverness Medical Innovations, Inc 
21 July 2009 
 
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| NOT FOR RELEASE, PUBLICATION OR    | 
| DISTRIBUTION, IN WHOLE OR IN PART, | 
| IN OR INTO OR FROM ANY             | 
| JURISDICTION WHERE TO DO SO WOULD  | 
| CONSTITUTE A VIOLATION OF THE      | 
| RELEVANT LAWS OF SUCH JURISDICTION | 
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FOR IMMEDIATE RELEASE 
21st July 2009 
RECOMMENDED OFFER 
FOR THE ACQUISITION OF CONCATENO PLC 
by 
INVERNESS MEDICAL INNOVATIONS, INC. 
(TO BE EFFECTED BY MEANS OF A SCHEME OF ARRANGEMENT) 
 
 
Further notification regarding Make Whole Consideration 
Further to the announcement made on 17th July 2009, the independent directors of 
Concateno plc ("Concateno") and the board of directors of Inverness Medical 
Innovations, Inc. ("Inverness") now announce that the aggregate amount of the 
Make Whole Consideration referred to on page 22 of the Scheme Circular, which 
has been calculated as at today, 21st July 2009 (being the Closing Valuation 
Date), is GBP nil. 
Copies of the Scheme Circular and Forms of Proxy are available from the offices 
of DLA Piper UK LLP, 3 Noble Street, London EC2V 7EE or the offices of Capita 
Registrars, P.O Box 25, Beckenham, Kent BR4 4BR. The Scheme Circular may also be 
obtained from the website of Concateno, www.concateno.com. 
Enquiries: 
UBS Investment Bank (financial adviser to Concateno) 
Tom Onions               020 7567 8000 
Ewan Davis                020 7567 8000 
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| Collins Stewart (financial and Rule 3     |                               | 
| adviser to Concateno)                     |                               | 
+-------------------------------------------+-------------------------------+ 
| Piers Coombs020 7523 8000                 |                               | 
| Bruce Garrow020 7523 8000                 |                               | 
+-------------------------------------------+-------------------------------+ 
IDJ Limited (financial adviser to Inverness) 
John Incledon              020 7355 1200 / 07767 700 717 
David Bolton               020 7355 1200 / 07768 598 436 
The Inverness directors and the independent directors of Concateno accept 
responsibility for the information contained in this announcement. To the best 
of the knowledge and belief of such directors (who have taken all reasonable 
care to ensure that 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. 
IDJ Limited, which is authorised and regulated in the United Kingdom by the 
Financial Services Authority for investment business, is acting exclusively for 
Inverness and no one else in connection with the Proposal and the Scheme and 
will not be responsible to anyone other than Inverness for providing the 
protections afforded to the clients of IDJ Limited nor for providing advice in 
relation to the Proposal and the Scheme or any other matter or arrangement 
referred to in this announcement. 
UBS Investment Bank, which is authorised and regulated in the United Kingdom by 
the Financial Services Authority for investment business, is acting exclusively 
for Concateno and no one else in connection with the Proposal and the Scheme and 
will not be responsible to anyone other than Concateno for providing the 
protections afforded to the clients of UBS Investment Bank nor for providing 
advice in relation to the Proposal and the Scheme or any other matter or 
arrangement referred to in this announcement. 
Collins Stewart, which is authorised and regulated in the United Kingdom by the 
Financial Services Authority for investment business, is acting exclusively for 
Concateno and no one else in connection with the Proposal and the Scheme and 
will not be responsible to anyone other than Concateno for providing the 
protections afforded to the clients of Collins Stewart nor for providing advice 
in relation to the Proposal and the Scheme or any matter or arrangement referred 
to in this announcement. 
The release, publication or distribution of this announcement in jurisdictions 
other than the United Kingdom may be restricted by law and therefore any persons 
who are subject to the laws of any jurisdiction other than the United Kingdom 
should inform themselves about, and observe, any applicable requirements.  This 
announcement has been prepared for the purposes of complying with English law 
and the Takeover Code and the information disclosed may not be the same as that 
which would have been disclosed if this announcement had been prepared in 
accordance with the laws and regulations of any jurisdiction outside of England. 
This announcement does not constitute an offer to sell or an invitation to 
purchase or subscribe for any securities or a solicitation of any vote or 
approval in any jurisdiction whether relating to the Proposal or otherwise. 
This announcement does not constitute a prospectus or a prospectus equivalent 
document. The Proposal will be made solely through the Scheme Circular which 
contains the full details, terms and conditions of the Proposal, including 
details of how to vote in respect of the Proposal. 
The New Inverness Shares to be issued in connection with the Proposal have not 
been and will not be registered under, nor have the relevant clearances been, 
nor will they be, obtained from the Securities Commission of any province or 
territory of Canada, nor has any prospectus in relation to the New Inverness 
Shares been lodged with, or registered by, the Australian Securities & 
Investments Commission nor any securities authority in Japan.  Accordingly, 
unless an exemption under the relevant securities law is available, the New 
Inverness Shares may not be offered, sold, re-sold or delivered, directly or 
indirectly, into or from Canada, Australia or Japan. 
The Scheme Circular contains important information about Concateno, Inverness, 
the Scheme and related matters. Concateno shareholders are urged to read the 
Scheme Circular carefully. 
Words and expressions defined in the Scheme Circular shall, unless the context 
provides otherwise, have the same meanings in this Announcement. 
 
 
Dealing Disclosure Requirements 
Under the provisions of Rule 8.3 of the Takeover Code, if any person is, or 
becomes, "interested" (directly or indirectly) in one per cent. or more of any 
class of "relevant securities" of Concateno, all "dealings" in any "relevant 
securities" of that company (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 pm (London time) on the London business day 
following the date of the relevant transaction. This requirement will continue 
until the date on which the Scheme becomes effective or the Proposals lapse or 
are 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 
Concateno, they will be deemed to be a single person for the purpose of Rule 
8.3. 
Under the provisions of Rule 8.3 of the Takeover Code, if any person is, or 
becomes, "interested" (directly or indirectly) in one per cent. or more of any 
class of "relevant securities" of Inverness, all "dealings" in any "relevant 
securities" of that company (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 pm (London time) on the London business day 
following the date of the relevant transaction. This requirement will continue 
until the date on which the Scheme becomes effective or the Proposals lapse or 
are 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 
Inverness, they will be deemed to be a single person for the purpose of Rule 
8.3. 
Under the provisions of Rule 8.1 of the Takeover Code, all "dealings" in 
"relevant securities" of Concateno by Inverness, or by Concateno, or 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 Takeover 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 referenced to, securities. 
Terms in quotation marks are defined in the Takeover Code, which can also be 
found on the Takeover Panel's website. If you are in any doubt as to whether or 
not you are required to disclose a "dealing" under Rule 8, you should consult 
the Takeover Panel. 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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