RNS Number:3455L
Huntingdon Life Sciences Group PLC
9 October 2001
Not for release, publication or distribution in or into Canada, Australia or
Japan
9 October 2001, London
HUNTINGDON AND LSR ANNOUNCE TRANSACTION
SUMMARY
* Huntingdon Life Sciences Group plc ("Huntingdon" or the "Company")
and Life Sciences Research Inc. ("LSR") announce that LSR will make a
recommended all share offer for the whole of the issued and to be issued share
capital (including ADSs) of Huntingdon. LSR is a newly formed American
company that has been established solely for the purpose of making this Offer.
* LSR will make an offer of one share of LSR Voting Common Stock for
every 50 Huntingdon ordinary shares and one share of LSR Voting Common Stock
for every 2 Huntingdon ADSs.
* If the Offer is fully accepted, the existing holders of Huntingdon's
Securities will hold approximately 85.4 per cent. of LSR's Common Stock. The
balance of the LSR Common Stock will be held by the original investors in LSR,
who will invest approximately $1.5 million for those shares subject to the
Offer becoming, or being declared, unconditional in all respects. The present
Huntingdon directors will constitute the entire LSR board once the Offer
becomes, or is declared, unconditional in all respects.
* It is expected that, following the Offer becoming or being declared
unconditional in all respects, the LSR Voting Common Stock will be quoted on
the NASD Over the Counter Bulletin Board in the United States ("OTCBB"). An
application will also be made for the cancellation of the listing of the
Company's ordinary shares on the London Stock Exchange, and the quotation of
the ADRs on the OTCBB will also be cancelled. Thereafter Bank of New York
will no longer serve as depositary agent for the ADRs.
Commenting on the transaction,
Andrew Baker, Executive Chairman of Huntingdon said:
"For some while we have been considering how best to re-domicile ownership of
the Company to the US as part of our longer term strategic plan. The US
securities markets offer both a more developed market for our industry and
greater shareholder privacy, which, as everyone is aware, has been a serious
issue for our shareholders. This transaction should facilitate a more open and
liquid trading platform for our investors reflecting, amongst other things,
the familiarity in the US market with the many contract research organisations
listed there. LSR has been created by investors who share our view of the
exciting prospects for Huntingdon and our industry, and our Board expects to
unanimously recommend the offer to our shareholders."
Brian Cass, Huntingdon's Managing Director added:
"This transaction offers us the benefits of an American stock trading facility
together with the continuance of our existing UK and US laboratory operations.
Huntingdon's reputation for scientific excellence, built over the last 50
years, is clearly one of our most valued assets and has ensured the strong
support we've enjoyed from our clients, which has been particularly evident
this year. LSR's recognition of this, and the vital role our people have
played, has ensured management's commitment and enthusiasm for this important
next step in Huntingdon's development. We are excited and convinced that this
is an excellent opportunity for our shareholders, clients, and employees
alike."
Enquiries:
Andrew Baker Huntingdon Life Sciences By phone: UK: + 44 (0)1480 892194
Group plc
Richard
Michaelson US: + 1 (201) 525 1819
By HuntingdonLS@aol.com
e-mail:
This announcement contains statements that may be forward-looking as defined
by the US's Private Litigation Reform Act of 1995. These statements are based
largely on Huntingdon's expectations and are subject to a number of risks and
uncertainties, certain of which are beyond Huntingdon's control, as more fully
described in Huntingdon's Form 10-K for the year ended 31 December 2000, as
filed with the US Securities and Exchange Commission.
This summary should be read in conjunction with the attached announcement.
The Offer will not be made, directly or indirectly, in or into Canada,
Australia or Japan. The availability of the Offer to persons who are not
resident in the UK or the US may be affected by the laws of the relevant
jurisdictions. Persons who are not resident in the UK or the US should inform
themselves about and observe any applicable requirements.
This announcement, which is the responsibility of the respective directors of
LSR and Huntingdon, has been approved for the purposes of section 57 of the
Financial Services Act 1986. This announcement does not constitute an offer
of any securities for sale or an offer or an invitation to purchase any
securities. HUNTINGDON SECURITYHOLDERS SHOULD READ THE OFFER DOCUMENT
CAREFULLY BEFORE MAKING A DECISION CONCERNING THE OFFER.
The attention of member firms of the NASD is drawn to certain UK dealing
disclosure requirements following this announcement. This announcement
commences an offer period under the City Code on Takeovers and Mergers ("Code
") which is published and administered by the Panel on Takeovers and Mergers
("Panel"). An offer period is deemed to commence at the time when an
announcement is made of a proposed or possible offer, with or without terms.
The above disclosure requirements are set out in Rule 8 of the Code. In
particular, Rule 8.3 requires public disclosure of dealings during an offer
period by persons who own or control, or who would as a result of any
transaction own or control, 1 per cent. or more of any class of relevant
securities of the offeror or offeree company. Relevant securities includes
all instruments exchangeable into Huntingdon Shares or into shares of LSR
Common Stock. This requirement will apply until the end of the Offer Period.
Disclosure should be made on the appropriate form before 12 noon (London
time), 7.00 a.m (New York City time) on the business day following the date of
the dealing transaction. These disclosures should be sent to the Company
Announcements Office of the London Stock Exchange plc and to the Panel.
Member firms of the NASD should advise those of their clients who wish to deal
in the relevant securities of Huntingdon and LSR, whether in the US or the UK,
that they may be affected by these requirements. If there is any doubt as to
their application, the Panel should be consulted.
HUNTINGDON securityholders SHOULD read the following documents AND ANY OTHER
RELEVANT DOCUMENTS regarding the offer (described above) WHEN THEY ARE FILED
WITH THE sec, because they will contain important information:
* LSR's preliminary offer document, any supplement thereto, the final
offer document and exchange offer materials.
* LSR's Registration Statement on Form S-4 and Schedule TO containing or
incorporating by reference such documents and other information.
* Huntingdon's Solicitation/Recommendation on Schedule 14D-9.
When these and other documents are filed with the SEC, they may be obtained
free of charge through the SEC's website at http//www.sec.gov. Interested
parties may read and copy any reports, statements and other information filed
by Huntingdon and LSR at the US SEC public reference rooms at 450 Fifth
Street, N.W., Washington, D.C. 20549 or at the Commission's other public
reference rooms in New York, New York and Chicago, Illinois. Please call the
SEC at +1-(800)-732-0330 for further information on public reference rooms.
If you are a Huntingdon Securityholder you may also obtain free of charge each
of these documents (when available) from Huntingdon by directing your request
in writing to PO Box 353, Alconbury, Huntingdon, Cambridgeshire, PE28 4BR,
England.
PRESS RELEASE
Not for release, publication or distribution in or into Canada, Australia or
Japan
9 October 2001
LIFE SCIENCES RESEARCH, INC. AND
HUNTINGDON LIFE SCIENCES GROUP PLC
ANNOUNCE A TRANSACTION
1. Introduction
Life Sciences Research Inc. ("LSR") and Huntingdon Life Sciences Group plc ("
Huntingdon") announce that LSR is to make a recommended all share offer for
the whole of the issued and to be issued share capital of Huntingdon.
LSR is incorporated in the State of Maryland in the US and has been
established solely for the purpose of making the Offer. LSR has not conducted
any business other than in connection with the Offer.
Huntingdon has for some time been exploring how to improve its stock trading
liquidity and how to provide greater shareholder anonymity and a more
hospitable legal and corporate environment for the Group and the Huntingdon
Securityholders than currently exists and has concluded that a US domicile
best attains these goals. The principal benefit of the Offer is to transfer
ownership of the Company to a US-domiciled corporation with a US trading
market in its common stock. Accordingly, it is a condition of the Offer that
an application will be made for the LSR Voting Common Stock to be quoted on
the OTCBB and, following the Offer becoming, or being declared unconditional
in all respects, LSR will procure that Huntingdon makes an application for the
Huntingdon Shares to be de-listed from the Official List in the UK and the
Huntingdon ADRs to cease to be quoted on the OTCBB. Thereafter Bank of New
York will no longer serve as depositary agent for the ADRs.
There are no substantive changes proposed to the Group's management or
business. Upon the Offer becoming, or being declared unconditional in all
respects, LSR will be capitalised with an initial investment of approximately
US $1.5 million which will provide funds to pay for the costs of the Offer and
provide working capital for the Enlarged Group.
The Huntingdon Directors consider the terms of the Offer to be fair and
reasonable. Accordingly, the Huntingdon Directors expect to recommend
unanimously that Huntingdon Securityholders accept the Offer, as they have
irrevocably undertaken to do themselves in respect of their aggregate holdings
of 20,034,768 Huntingdon Shares (including Huntingdon Shares represented by
Huntingdon ADSs) (being approximately 6.8 per cent. of the issued share
capital of Huntingdon). These undertakings are binding in the event of a
higher offer and will cease to be binding only if the Offer lapses or is
withdrawn.
2. The Offer
Under the terms of the Offer, which will be subject to the Conditions and
terms set out in Appendix 1 and in the Offer Document, each Huntingdon
Securityholder will receive:
for every 50 Huntingdon Shares 1 share of
LSR Voting Common Stock
for every 2 Huntingdon ADSs 1 share of
LSR Voting Common Stock
If the Offer becomes or is declared unconditional in all respects, fractions
of shares of LSR Voting Common Stock will not be issued to accepting
Huntingdon Securityholders who will instead receive from LSR an amount in cash
in lieu of any entitlements to a fraction of a share of LSR Voting Common
Stock.
Assuming full acceptance of the Offer and that no further Huntingdon
Securities are issued after the date of this announcement, Huntingdon
Securityholders will own approximately 85.4 per cent. of the issued LSR Common
Stock immediately after the Offer has become, or is declared, unconditional in
all respects.
The Offer will extend to all Huntingdon Securities that are unconditionally
allotted or issued while the Offer remains open for acceptances (or such
earlier date as LSR decides, subject to the Code, US securities laws or as the
Panel may decide).
3. Background to and Reasons for the Offer
LSR and Huntingdon believe that the Offer will provide the following benefits:
* Huntingdon's ownership will be re-domiciled to the US, where the
investment community is more familiar with contract research organisations
such as Huntingdon and which should result in a more active trading market in
the LSR Voting Common Stock than currently exists for Huntingdon Shares or
Huntingdon ADRs.
* As a US company, LSR will benefit from corporate governance and
privacy rules and regulations that will be beneficial to accepting Huntingdon
Securityholders. For example, under the laws of Maryland where LSR is
incorporated, stockholder lists are only available to other stockholders of
record who have held at least 5 per cent. of the outstanding stock of any
class of equity securities of the corporation for a period of at least six
months.
* Upon the Offer becoming, or being declared, unconditional in all
respects, LSR expects that the LSR Voting Common Stock will be eligible to be
quoted on the OTCBB.
* The LSR Investors have agreed to invest, conditional, inter alia,
upon the Offer becoming, or being declared, unconditional in all respects
(other than the Condition as to this subscription) an aggregate of
approximately US$1.5 million in LSR. These funds will be used to pay the costs
of the Offer, and to provide working capital for the Enlarged Group.
Upon the Offer becoming, or being declared, unconditional in all respects, all
the existing Huntingdon Directors will be elected to the LSR Board and the
existing LSR Director will resign. There are no substantive changes proposed
to the business of the Group and there is no intention to redeploy any fixed
assets of the Group.
4. Information on Huntingdon
Huntingdon provides pre-clinical and non-clinical biological safety evaluation
research services to most of the world's leading pharmaceutical biotechnology,
agrochemical and industrial chemical companies. The purpose of this safety
evaluation is to identify risks to humans, animals or the environment
resulting from the use or manufacture of a wide range of chemicals which are
essential components of Huntingdon's clients' products. Huntingdon's services
are designed to meet the regulatory requirements of governments around the
world.
5. Huntingdon Share Option Schemes
The Offer will extend to all Huntingdon Securities unconditionally allotted or
issued while the Offer remains open for acceptances (or such earlier date as
LSR may decide, subject to the Code, US securities laws, or as the Panel may
decide), including any Huntingdon Securities which are unconditionally
allotted or issued pursuant to the exercise of options granted under
Huntingdon Share Option Schemes.
To the extent that such options are not exercised, LSR will make appropriate
proposals to the holders of options under the Huntingdon Share Option Schemes
once the Offer becomes, or is declared, unconditional in all respects.
6. Convertible Capital Bonds
LSR expects to maintain the listing of the Bonds on the Official List once the
Offer becomes, or is declared, unconditional in all respects. LSR intends to
make appropriate proposals, subject to the Offer becoming, or being declared,
unconditional in all respects, to allow holders of bonds who exercise their
conversion rights to be able, subject to US securities laws and regulations
and certain other conditions, to exchange their Huntingdon Shares for LSR
Voting Common Stock.
7. Inducement Fee
Huntingdon has agreed to pay LSR an amount equal to 1 per cent. of the value
of the Offer in certain circumstances, including the Huntingdon Directors
withdrawing their recommendation to accept the Offer or recommending against
acceptance of the Offer, or if prior to the Offer lapsing or being withdrawn
the Company or any of the Huntingdon Directors voluntarily authorises or
directs any act or omission which will prevent a Condition from being
satisfied, or if at any time prior to 31 March 2002 the Huntingdon Directors
recommend a competing offer.
8. CREST
In order to facilitate acceptance of the Offer the Company will make an
application to CRESTCo Limited to withdraw the Huntingdon Shares from CREST.
Huntingdon Shareholders will be sent certificates for their Huntingdon Shares
with the Offer Document.
9. General
On 9 October 2001, LSR issued warrants to Stephens Group Inc to purchase an
aggregate of 704,424 shares of LSR Voting Common Stock at a purchase price of
US$1.50 per share. In addition, subject to compliance with their fiduciary
duties, the Huntingdon Directors who will constitute the entire LSR Board once
the Offer becomes, or is declared unconditional in all respects, intend to
submit a proposal at the next LSR stockholder meeting to issue warrants to
Focused Healthcare Partners LLC (a company connected with certain directors)
to purchase an aggregate of 410,914 shares of LSR Voting Common Stock at the
same purchase price.
The Huntingdon Directors have given irrevocable undertakings to accept the
Offer as described in paragraph 1 above. Save as disclosed, neither LSR, nor
the director of LSR, nor, so far as LSR is aware, any person deemed to be
acting in concert with it, owns or controls any Huntingdon Securities or has
any option to acquire any Huntingdon Securities, or has entered into any
derivative referenced to securities of Huntingdon which remain outstanding.
The timetable for the Offer will be as approved by the Panel but will also be
subject to certain requirements of US securities law. Further details will be
contained in the Offer Document, which will set out in full details of the
Offer ,which will be published in due course.
Enquiries:
Andrew Baker Huntingdon Life Sciences By phone: UK: + 44 (0)1480 892194
Group plc
Richard
Michaelson US: + 1 (201) 525 1819
By HuntingdonLS@aol.com
e-mail:
This announcement contains statements that may be forward-looking as defined
by the US's Private Litigation Reform Act of 1995. These statements are based
largely on Huntingdon's expectations and are subject to a number of risks and
uncertainties, certain of which are beyond Huntingdon's control, as more fully
described in Huntingdon's Form 10-K for the year ended December 31, 2000, as
filed with the SEC.
This announcement should be read in conjunction with the attached appendices.
The Offer will not be made, directly or indirectly, in or into Canada,
Australia or Japan. The availability of the Offer to persons who are not
resident in the United Kingdom or the United States may be affected by the
laws of the relevant jurisdictions. Persons who are not resident in the
United Kingdom or the United States should inform themselves about and observe
any applicable requirements.
This announcement, which is the responsibility of the directors of LSR and
Huntingdon, has been approved for the purposes of section 57 of the Financial
Services Act 1986. This announcement does not constitute an offer of any
securities for sale or an offer or an invitation to purchase any securities.
HUNTINGDON SECURITYHOLDERS SHOULD READ THE OFFER DOCUMENT CAREFULLY BEFORE
MAKING A DECISION CONCERNING THE OFFER.
HUNTINGDON securityholders SHOULD read the following documents AND ANY OTHER
RELEVANT DOCUMENTS regarding the offer (described above) WHEN THEY ARE FILED
WITH THE sec, because they will contain important information:
* LSR's preliminary offer document, any supplement thereto, the final
offer document and exchange offer materials.
* LSR's Registration Statement on Form S-4 and Schedule TO containing or
incorporating by reference such documents and other information.
* Huntingdon's Solicitation/Recommendation on Schedule 14D-9.
When these and other documents are filed with the SEC, they may be obtained
free of charge through the SEC's website at http//www.sec.gov. Interested
parties may read and copy any reports, statements and other information filed
by Huntingdon and LSR at the US SEC public reference rooms at 450 Fifth
Street, N.W., Washington, D.C. 20549 or at the Commission's other public
reference rooms in New York, New York and Chicago, Illinois. Please call the
SEC at +1-(800)-732-0330 for further information on public reference rooms.
If you are a Huntingdon Securityholder you may also obtain free of charge each
of these documents (when available) from Huntingdon by directing your request
in writing to PO Box 353, Alconbury, Huntingdon, Cambridgeshire, PE28 4HS,
England.
APPENDIX 1
CONDITIONS AND FURTHER TERMS OF THE OFFER
The Offer will comply with all applicable rules and regulations of the UK
Listing Authority and London Stock Exchange plc and the Code and will be
governed by English law and subject to the jurisdiction of the Courts of
England. In addition the Offer will be subject to the applicable requirements
of the US federal securities laws (except to the extent that the exemptive
relief is granted by the SEC).
The Offer which will be made by LSR on its own behalf will be subject to the
following conditions:
(a) valid acceptances of the Offer being received (and not, where
permitted, withdrawn) by 3.00 p.m. (London time), 10.00 a.m. (New York City
time) on the day twenty business days after the posting of the Offer Document
(or such later time(s) and/or date(s) as LSR may, subject to the rules of the
Code or with the consent of the Panel and in accordance with the US Securities
Exchange Act 1934, as amended, decide) in respect of the Huntingdon Shares
carrying in aggregate more than 50 per cent. of the votes then exercisable at
a general meeting of Huntingdon including for this purpose (to the extent, if
any, required by the Panel) any such voting rights attaching to any Huntingdon
Shares that may be unconditionally allotted or 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.
For the purpose of this Condition Huntingdon Shares which have been
unconditionally allotted but not issued shall be deemed to carry the voting
rights which they will carry upon issue. Except as otherwise agreed by the
Panel, an acceptance of the Offer in respect of Huntingdon Securities will
only be treated as valid for the purpose of this Condition if all the
Conditions have been satisfied, fulfilled or, to the extent permitted, waived
and if the requirements of Note 4 and if applicable, Note 6 to Rule 10 are
satisfied in respect of it;
(b) the Registration Statement on Form S-4 filed with the SEC in
connection with the issuance of shares of LSR Voting Common Stock pursuant to
the Offer having been declared effective and not being the subject of any stop
order or proceedings seeking a stop order;
(c) all necessary filings having been made and all necessary
effectiveness orders, authorisations, actions, consents, clearances and
approvals having been obtained, on terms reasonably satisfactory to LSR, from
the securities authorities in each state or other jurisdiction of the US in
which the Offer is to be made;
(d) a participating OTCBB market maker having submitted Form 211,
together with all additional required information, to the OTC Compliance Unit
of the National Association of Security Dealers with respect to the LSR Voting
Common Stock;
(e) the transactions contemplated by the Subscription Agreements having
been become unconditional and having been consummated;
(f) no Third Party having intervened and there not continuing to be
outstanding any statute, regulation or order of any Third Party which would or
might reasonably be expected to:
(i) make the Offer, its implementation and/or the acquisition or
proposed acquisition by LSR of any shares or other securities in or control of
Huntingdon or, to the extent that it is material in the context of the
Enlarged Group taken as a whole, any other member of the Wider Huntingdon
Group void, illegal and/or unenforceable in or under the laws of any
jurisdiction;
(ii) directly or indirectly, restrain, prevent, prohibit, restrict or
delay the Offer or such acquisition or impose additional conditions or
obligations with respect to the Offer or such acquisition, or otherwise
impede, challenge or interfere with the Offer or require amendment to the
terms of the Offer or the proposed acquisition of any Huntingdon Shares
(including Huntingdon Shares represented by Huntingdon ADSs) or the
acquisition of control of Huntingdon or any member of the Wider Huntingdon
Group by LSR in any case to a material extent in the context of the Offer;
(iii) require, prevent or delay the divestiture (or alter the terms
envisaged for any proposed divestiture) by LSR of any shares or other
securities (or the equivalent) in Huntingdon or, where it is material in the
context of the Enlarged Group taken as a whole, in any member of the Wider
Huntingdon Group;
(iv) require, prevent or delay the divestiture (or alter the terms
envisaged for any proposed divestiture) by LSR or any member of the Enlarged
Group in any such case of all or any part of their respective businesses,
assets or properties or impose any limitation on the ability of any of them to
conduct their respective businesses and/or own their respective assets or
properties or any part thereof which in any such case is material in the
context of the Enlarged Group taken as a whole;
(v) impose any limitation on, or result in any delay in, the
ability of LSR or any other member of the Enlarged Group to acquire or to hold
or to exercise effectively, directly or indirectly, any rights of ownership in
any member of the Wider Huntingdon Group to an extent which would have a
material and adverse effect on the business of the Enlarged Group taken as a
whole;
(vi) other than pursuant to the Offer, require LSR or any other member
of the Enlarged Group to acquire, or to offer to acquire, any shares or other
securities (or the equivalent) in any member of the Enlarged Group or any
other asset owned by any third party resulting in a liability being incurred
by the Enlarged Group which is material in the context of the Enlarged Group
taken as a whole;
(vii) impose any limitation on the ability of LSR or any member of
the Enlarged Group to integrate or co-ordinate its business, or any part of
it, with the businesses of any other member of the Enlarged Group to an extent
which is material in the context of the Enlarged Group taken as a whole;
(viii) otherwise adversely affect any or all of the business, assets,
liabilities, profits or prospects of the Enlarged Group to an extent which is
material in the context of the Enlarged Group taken as a whole;
and all applicable waiting and other time periods during which any Third Party
could intervene in any of the above-listed ways under the laws of any relevant
jurisdiction having expired, lapsed or been terminated;
(g) all necessary filings having been made, all applicable waiting and
other time periods (including any applicable extensions) under any applicable
legislation or regulations of any relevant jurisdiction having expired, lapsed
or been terminated and all statutory or regulatory obligations having been
complied with in each case in connection with the Offer and the acquisition by
LSR of any shares or other securities (or the equivalent) in or control of
Huntingdon and with respect to the acquisition of any shares or other
securities (or the equivalent) in or control of any other member of the Wider
Huntingdon Group the lack of which would be material in the context of the
Enlarged Group taken as a whole, and all necessary Authorisations for, or in
respect of, the Offer or the acquisition or proposed acquisition of any
Huntingdon Shares (including Huntingdon Shares represented by Huntingdon ADSs)
or control of Huntingdon or with respect to the control of any other member of
the Wider Huntingdon Group by LSR, the lack of which would be material in the
context of the Enlarged Group taken as a whole, or for the carrying on of the
business of any member of the Enlarged Group, the lack of which would be
material in the context of the Enlarged Group taken as a whole, having been
obtained, in terms and in a form reasonably satisfactory to LSR, from all
appropriate Third Parties and from any persons or bodies with whom LSR or the
Wider Huntingdon Group has entered into contractual arrangements which are
material in the context of the Enlarged Group taken as a whole and all such
Authorisations remaining in full force and effect and there being no
intimation, notice or indication of any intention to suspend, restrict or
modify, in any such case to an extent which is material in the context of the
Offer or the Enlarged Group taken as a whole, or revoke or not to renew any of
the same and all necessary applicable statutory or regulatory obligations in
any jurisdiction having been complied with;
(h) except as fairly disclosed to LSR by or on behalf of Huntingdon on
or before 9 October 2001 there being no provision of any arrangement,
agreement, licence, permit, franchise, facility, lease or other instrument to
which any member of the Wider Huntingdon Group is a party or by, or to which
any such member or any of its assets may be bound, entitled or subject and
which, in each case as a consequence of the Offer or the acquisition or
proposed acquisition of Huntingdon Shares (including Huntingdon Shares
represented by Huntingdon ADSs) or because of a change of management or
control of Huntingdon or any other member of the Wider Huntingdon Group by LSR
or otherwise would or might reasonably be expected in each case to an extent
which would have a material and adverse effect on the business of the Wider
Huntingdon Group taken as a whole to result in:
(i) any monies borrowed by or any other indebtedness or liabilities,
actual or contingent, of or grant available to, any member of the Wider
Huntingdon Group being or becoming repayable or being capable of being
declared repayable immediately or prior to its stated maturity or repayment
date or the ability of any member of the Wider Huntingdon Group to borrow
moneys or incur any indebtedness being withdrawn or inhibited or becoming
capable of being withdrawn or inhibited;
(ii) the creation of any mortgage, charge or other security interest over
the whole or any part of the business, property, assets or interests of any
member of the Wider Huntingdon Group or any such mortgage, charge or other
security interest (whenever arising or having arisen) becoming enforceable or
being enforced;
(iii) any such arrangement, agreement, permit, licence, franchise,
facility, lease or other instrument or the rights, interests, liabilities or
obligations of any member of the Wider Huntingdon Group under any of the same
being, or becoming capable of being terminated or adversely modified or
affected or any adverse action being taken or any onerous obligation or
liability arising thereunder;
(iv) any interest, asset or property of any member of the Wider Huntingdon
Group being, or falling to be, disposed of or charged (otherwise than in the
ordinary course of business) or any right arising under which any such
interest, asset or property could be required to be disposed of or charged
(otherwise than in the ordinary course of business);
(v) without limitation to the above, LSR or any member of the Wider
Huntingdon Group being required to acquire, or to offer to acquire, any shares
or other securities (or the equivalent) in LSR or any member of the Wider
Huntingdon Group or any asset owned by any third party or to sell, or to offer
to sell, any shares or other securities (or the equivalent) in or any asset
owned by LSR or any member of the Wider Huntingdon Group;
(vi) the creation of any liabilities, actual or contingent by Huntingdon
or any member of the Wider Huntingdon Group (otherwise than in the ordinary
course of business);
(vii) the interests or business of any member of the Wider Huntingdon Group
in or with any other person, firm, body or company (or any arrangement
relating to any such interests or business) being terminated, modified or
adversely affected;
(viii) any change in or effect on the ownership or use of any intellectual
property rights owned or used by any member of the Wider Huntingdon Group;
(ix) the value or financial or trading position or prospects of any member
of the Wider Huntingdon Group being prejudiced or adversely affected;
and no event having occurred which, under any provision of any such
arrangement, agreement, licence, permit, franchise, facility, lease or other
instrument, could result in any of the events or circumstances which are
referred to in paragraphs (i) to (ix) of this Condition and which are material
in the context of the Wider Huntingdon Group taken as a whole.;
(i) except as publicly announced through the London Stock Exchange or
filed publicly with the SEC or as disclosed in Huntingdon's annual report and
accounts for the year ended 31 December 2000 (the "Report and Accounts") or
Huntingdon's interim financial statements for the six month period ended 30
June 2001 (the "Interims") or as disclosed in the Offer Document or as fairly
disclosed to LSR by or on behalf of Huntingdon on or before 9 October 2001 no
member of the Wider Huntingdon Group having, to an extent as would have a
material and adverse effect on the Wider Huntingdon Group taken as a whole,
since 30 June 2001:
(i) (except in relation to the Huntingdon Share Option Schemes or for
issues to another member of the Wider Huntingdon Group) issued or agreed to
issue or authorised or proposed the issue of additional shares of any class,
or securities convertible into, or exchangeable for rights, warrants or
options to subscribe for or acquire, any such shares or convertible securities
or redeemed, purchased or repaid or announced any proposal to redeem, purchase
or repay any of its own shares or other securities or reduced or made any
other change to any part of its share capital;
(ii) recommended, declared, paid or made or proposed the recommendation,
declaration, payment or making of any bonus, dividend or other distribution
whether in cash or otherwise or announced any intention to do the same
otherwise than to any other member of the Wider Huntingdon Group;
(iii) made or authorised or proposed or announced an intention to propose
any change in its share or loan capital;
(iv) merged with or demerged or acquired any body corporate or acquired or
disposed of or transferred, mortgaged or charged or created any security
interest over any assets or any right, title or interest in any assets
(including shares and trade investments) or authorised, proposed or announced
its intention so to do save in each case in the ordinary course of business or
as between a member or members of the Wider Huntingdon Group;
(v) issued, authorised or proposed the issue of any debentures or incurred
or increased any indebtedness or contingent liability save in each case in the
ordinary course of business or as between a member or members of the Wider
Huntingdon Group;
(vi) entered into or varied or authorised or proposed the entry into or
variation of, or announced its intention to enter into or vary any contract,
transaction, commitment or arrangement (whether in respect of capital
expenditure or otherwise) which:
(1) is of a long term, onerous or unusual nature or magnitude; or
(2) could be materially restrictive to the business of any member of
the Wider Huntingdon Group; or
(3) is other than in the ordinary course of business;
(vii) entered into, implemented, effected, authorised or proposed or
announced its intention to enter into, implement, effect, authorise or propose
any contract, reconstruction, amalgamation, scheme, commitment or other
transaction or other arrangement otherwise than in the ordinary course of
business;
(viii) entered into or varied or made any offer (which remains open for
acceptance) to enter into or vary the terms of any contract or agreement with
any of the directors or senior executives of any member of the Wider
Huntingdon Group;
(ix) taken or proposed any corporate action or had any legal proceedings
started or threatened against it or petition presented for its winding-up
(voluntarily or otherwise), dissolution or reorganisation or for the
appointment of a receiver, administrator, administrative receiver, trustee or
similar officer of all or any of its assets or revenues or for any analogous
proceedings or steps in any jurisdiction or for the appointment of any
analogous person in any jurisdiction;
(x) waived or compromised any claim;
(xi) made any amendment to its memorandum or articles of association or to
any incorporation document;
(xii) 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;
(xiii) entered into any contract, commitment, agreement or arrangement
(which is legally binding) or passed any resolution or made any offer (which
remains open for acceptance) or announced any intention with respect to any of
the transactions, matters or events referred to in this Condition (j);
(j) since 30 June 2001 except as disclosed in the Report and Accounts
or the Interims and except as publicly announced through the London Stock
Exchange or filed publicly with the SEC on or before 9 October 2001 or as
disclosed in the Offer Document or as fairly disclosed to LSR by or on behalf
of Huntingdon on or before 9 October 2001:
(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 Huntingdon Group which is material in the context of the Wider
Huntingdon Group taken as a whole;
(ii) no litigation, arbitration, proceedings, prosecution or other legal
proceedings to which any member of the Wider Huntingdon Group is or may become
a party (whether as plaintiff, defendant or otherwise) and no enquiry or
investigation (save as a result of the Offer) complaint or reference to any
Third Party, having been instituted, announced or threatened by or against or
remaining outstanding in respect of any member of the Wider Huntingdon Group
which in any such case might reasonably be expected to materially and
adversely affect the Wider Huntingdon Group as a whole; and
(iii) no contingent or other liability having arisen or become apparent or
increased which might be reasonably expected to materially and adversely
affect the Wider Huntingdon Group or its assets, in each case taken as a
whole;
(k) LSR not having discovered after 9 October 2001 that any:
(i) financial or business or other information concerning the Wider
Huntingdon Group which is contained in information publicly disclosed at any
time (and not having been corrected by a subsequent public disclosure) by any
member of the Wider Huntingdon Group is misleading or contains a
misrepresentation of fact or omits to state a fact necessary to make any
information contained therein not misleading in each case to an extent which
is material in the context of the Wider Huntingdon Group taken as a whole; or
(ii) member of the Wider Huntingdon Group or any other entity in which
Huntingdon has a significant economic interest is subject to any liability
(contingent or otherwise) which is not fairly disclosed in the Report and
Accounts, the Interims, or in this document and which is material in the
context of the Wider Huntingdon Group taken as a whole;
(l) other than as previously disclosed to LSR in writing before 9
October 2001 or as disclosed in the Report and Accounts or the Interims or as
publicly announced by or on behalf of Huntingdon through the London Stock
Exchange or the SEC or as disclosed in the Offer Document, LSR not having
discovered after 9 October 2001 that:
(i) any past or present member of the Wider Huntingdon Group has not
complied with all applicable legislation or regulations of any jurisdiction
with regard to the disposal, storage, transport, generation, accumulation,
discharge, spillage, release, leak or emission of any waste or hazardous
substance or any substance capable of impairing the environment (including
property) or harming human health or otherwise relating to environmental
matters (which non-compliance is likely to give rise to any liability (whether
actual or contingent) and including any penalty for non-compliance on the part
of any member of the Wider Huntingdon Group) or that there has otherwise been
any such disposal, storage, transport, generation, accumulation, discharge,
spillage, release, 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) which in any such case is likely to
give rise to any liability (whether actual or contingent) on the part of any
member of the Wider Huntingdon Group which is material in the context of the
Wider Huntingdon Group taken as a whole;
(ii) there is or is likely to be any liability (whether actual or
contingent) to make good, repair, reinstate or clean up any property now or
previously owned, occupied or made use of by any member of the Wider
Huntingdon Group or on its behalf or the environment or any controlled waters
under any environmental legislation (including common law), regulation,
notice, circular or other lawful requirement of any relevant authority or
Third Party or otherwise which is material in the context of the Wider
Huntingdon Group taken as a whole;
(iii) circumstances exist which are likely to result in any Third Party
instituting or any member of the Wider Huntingdon Group or, as a result of the
Offer, LSR or any member of the Enlarged Group being required thereto to
institute, an environmental audit or take any other steps which in any such
case is likely to result in any actual or contingent liability to improve or
modify existing or install new plant, machinery or equipment or carry out any
changes in the processes currently carried out, or make good, repair,
re-instate or clean up any land or other asset now or previously owned,
occupied or made use of by any member of the Wider Huntingdon Group or on its
behalf or for which a member of the Wider Huntingdon Group would be
responsible which is in any such case material in the context of the Wider
Huntingdon Group taken as a whole; or
(iv) circumstances exist whereby a person or class of persons would be
likely to have any claim or claims in respect of any services now or
previously carried out by any past or present member of the Wider Huntingdon
Group or for which a member of the Wider Huntingdon Group would be responsible
which claim or claims would be likely materially and adversely to affect any
member of the Wider Huntingdon Group and which is material in the context of
the Wider Huntingdon Group as a whole.
Subject to the requirements of the Panel, LSR reserves the right to waive, in
whole or in part, all or any of the above Conditions except Conditions (a),
(b) and (d) and in the case of Condition (e), only with the prior consent of
the Company and the financial adviser to the Company.
For the purpose of these Conditions:
(a) "Third Party" means any government, government department or
governmental, quasi-governmental, supranational, statutory, regulatory or
investigative body, authority (including any national anti-trust or merger
control authority), court, trade agency, institution or professional or
environmental body or any other similar person or body whatsoever in any
relevant jurisdiction;
(b) a Third Party shall be regarded as having "intervened" if, in each
case to an extent which is material in the context of the Enlarged Group,
taken as a whole, it has taken, instituted, implemented or threatened or has
decided to take, institute, implement or threaten any action, proceeding,
suit, investigation, enquiry or reference or made, proposed or enacted any
statute, regulation, decision or order or taken any measures or other steps or
required any action to be taken or information to be provided and "intervene"
shall be construed accordingly;
(c) "Authorisations" means authorisations, orders, grants,
recognitions, determinations, certificates, confirmations, consents, licences,
clearances, permissions and approvals;
(d) "Wider Huntingdon Group" means Huntingdon and the subsidiary
undertakings of Huntingdon and associated undertakings (including any joint
venture, partnership, firm or company in which any member of the Huntingdon
Group is interested or any undertaking in which Huntingdon and such
undertakings (aggregating their interests) have a Substantial Interest);
(e) "Substantial Interest" means a direct or indirect interest in 20
per cent. or more of the voting equity capital of an undertaking.
Conditions (b) to (l) (inclusive) must be fulfilled or (if capable of waiver)
waived or where appropriate have been determined by LSR in its reasonable
opinion to be or to remain satisfied by midnight on the Initial Closing Date.
LSR shall be under no obligation to waive (to the extent permitted) or treat
as satisfied any of the Conditions (b) to (l) (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 LSR is required by the Panel to make an offer for Huntingdon Shares under
the provisions of Rule 9 of the Code, LSR may make such alterations to the
Conditions as are necessary to comply with the provisions of that Rule
including to the Acceptance Condition, provided that LSR will announce any
such material alteration at least five US business days prior to the expiry of
the Initial Offer Period.
At the time when the Initial Offer Period ends, all the Conditions must have
been satisfied, fulfilled or, to the extent permitted, waived. Withdrawal
rights will apply until expiration of the Initial Offer Period.
The Acceptance Condition shall be capable of being satisfied or being treated
as satisfied only at the time when all of the other Conditions shall have been
either satisfied, fulfilled or (to the extent permitted) waived unless LSR,
with the consent of the Panel, shall otherwise decide. In respect of
Huntingdon ADSs validly tendered pursuant to a Letter of Transmittal, LSR
shall, insofar as it may determine, be deemed for the purpose of the
Acceptance Condition or generally to have acquired or agreed to acquire the
tendered Huntingdon ADSs and the Huntingdon Shares represented by such
Huntingdon ADSs.
The Offer is not required to become or be declared, unconditional in all
respects only on a closing date, it may become unconditional in all respects
prior to a closing date applicable from time to time (but not earlier than
3.00 p.m. (London time), 10.00 a.m. (New York City time) on the day 20
business days after the posting of the Offer Document and not, except with the
consent of the Panel, later than midnight (London time), 7.00 p.m. (New York
City time) on the day 60 days after the posting of the Offer Document.
LSR reserves the right, subject to the consent of the Panel, to extend the
time allowed under the rules of the Code for satisfaction of the Acceptance
Condition and accordingly for the satisfaction, fulfilment or, to the extent
permitted, waiver of other Conditions, and thus, to extend the duration of the
Initial Offer Period.
Unless the Panel otherwise agrees, the Offer will lapse if the acquisition of
Huntingdon is referred to the Competition Commission before 3.00 p.m. (London
time), 10.00 a.m. (New York City time) on the day 20 business days after the
posting of the Offer Document or the date when the Offer is declared or
becomes unconditional as to acceptances, whichever is the later. In those
circumstances, the Offer will cease to be capable of further acceptances and
persons who have accepted it will no longer be bound by their acceptances.
The attention of member firms of the NASD is drawn to certain UK dealing
disclosure requirements following this announcement. This announcement
commences an offer period under the Code which is published and administered
by the Panel. An offer period is deemed to commence at the time when an
announcement is made of a proposed or possible offer, with or without terms.
The above disclosure requirements are set out in Rule 8 of the Code. In
particular, Rule 8.3 requires public disclosure of dealings during an offer
period by persons who own or control, or who would as a result of any
transaction own or control, 1 per cent. or more of any class of relevant
securities of the offeror or offeree company. Relevant securities includes all
instruments exchangeable into Huntingdon Shares or into shares of LSR Common
Stock. This requirement will apply until the end of the Offer Period.
Disclosure should be made on the appropriate form before 12 noon (London
time), 7.00 a.m. (New York City time) on the business day following the date
of the dealing transaction. These disclosures should be sent to the Company
Announcements Office of the London Stock Exchange plc and to the Panel.
Member firms of the NASD should advise those of their clients who wish to deal
in the relevant securities of Huntingdon and LSR, whether in the US or the UK,
that they may be affected by these requirements. If there is any doubt as to
their application, the Panel should be consulted.
APPENDIX 2
DEFINITIONS
The following definitions apply throughout this announcement, unless the
context requires otherwise:
"Acceptance means the Condition set out in paragraph (a) of Appendix 1 to
Condition" this announcement
"Bonds" or " the US$50,000,000 7 1/2 per cent. Convertible Capital Bonds
Convertible 2006, issued by HIH Capital Limited, a subsidiary of Huntingdon,
Capital Bonds" in August 1991
"Code" The City Code on Takeovers and Mergers
"Conditions" the conditions to the Offer contained in Appendix 1 to this
announcement and "Condition" means any one of them
"Enlarged LSR as enlarged by the acquisition of the Group
Group"
"Group" Huntingdon and its subsidiaries and subsidiary undertakings
"Huntingdon" Huntingdon Life Sciences Group plc
or "Company"
"Huntingdon American Depositary Receipts evidencing Huntingdon ADSs
ADRs"
"Huntingdon American Depositary Shares issued in respect of Huntingdon
ADSs" Shares, each representing 25 Huntingdon Shares
"Huntingdon the board of directors of Huntingdon
Board"
"Huntingdon Huntingdon Shares and/or Huntingdon ADSs
Securities"
"Huntingdon a holder of Huntingdon Shares and/or Huntingdon ADSs
Securityholder
"
"Huntingdon ordinary shares of 5p each in Huntingdon
Shares"
"Huntingdon the Huntingdon Group Unapproved Share Option Scheme; the option
Share Option agreement between the Company and Andrew Baker approved by the
Schemes" Company's shareholders on 2 September 1998; the Huntingdon Life
Sciences Group Plc 1999 Sharesave Scheme; the Huntingdon Life
Sciences Group Plc Incentive Option Plan; the 401k plan; the
Huntingdon Group Unapproved Share Option Plan and the Huntingdon
Approved Management Share Option Plan
"Initial 3.00 p.m. (London time), 10.00 a.m. (New York City time) on the
Closing Date" day 20 business days after the posting of the Offer Document
unless and until LSR shall have extended the Initial Offer
Period, in which case the term "Initial Closing Date" shall mean
the latest time and date at which the Initial Offer Period, as
so extended by LSR will expire or, if earlier, the time at which
the Offer becomes, or is declared, unconditional in all respects
"Initial Offer the period from the date of posting of the Offer Document to and
Period" including (a) Initial Closing Date or (b) the time and date on
which the Offer lapses
"LSR" Life Sciences Research, Inc.
"LSR Common the LSR Voting Common Stock and the LSR Non-Voting Common Stock
Stock"
"LSR Board" the board of directors of LSR
"LSR Director" the members of the board of directors of LSR
or "LSR
Directors"
"LSR Investors persons who have entered into the Subscription Agreements
"
"LSR Voting voting common stock, par value US$0.01 per share, of LSR
Common Stock"
"NASD" National Association of Securities Dealers, Inc.
"Offer" the recommended offer to be made by LSR to acquire all of the
issued and to be issued ordinary share capital of Huntingdon
(including Huntingdon Shares represented by Huntingdon ADSs)
details of which will be set out in an Offer Document
"Offer the document to be sent to Huntingdon Securityholders containing
Document" the full terms and conditions of the Offer
"OTCBB" the OTC Bulletin Board quotation service owned and operated by
the Nasdaq Stock Market, Inc.
"Panel" the Panel on Takeovers and Mergers
"SEC" the US Securities and Exchange Commission
"Subscription the agreements dated 9 October 2001 between the LSR Investors
Agreements" and LSR pursuant to which the LSR Investors agreed to invest
(subject to conditions) an aggregate of approximately US$1.5
million in LSR Common Stock
"subsidiary" have the meanings respectively given to them by the Companies
and " Act 1985, as amended
subsidiary
undertaking"
"UK" United Kingdom
"US" United States of America
Huntingdon Life (LSE:HTD)
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