Extension of Offer
December 09 2003 - 1:30AM
UK Regulatory
RNS Number:0170T
Cardinal Health, Inc.
09 December 2003
For immediate release 9 December 2003
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA OR JAPAN
Recommended Cash Offer
by
Credit Suisse First Boston
on behalf of a wholly owned subsidiary of Cardinal Health, Inc.
for
The Intercare Group plc
EXTENSION OF OFFER AND ANNOUNCEMENT OF LEVEL OF ACCEPTANCES
Cardinal Health, Inc. ("Cardinal Health") announces that, as at 3.00 p.m. on 8
December 2003, being the second closing date of the recommended cash offer (the
"Offer") for the entire issued and to be issued share capital of The Intercare
Group plc ("Intercare"), announced on 29 October 2003, made by Credit Suisse
First Boston on behalf of Cardinal Health U.K. 418 Limited (the "Offeror"),
valid acceptances of the Offer had been received in respect of, in aggregate,
73,912,504 Intercare Shares representing approximately 88.6 per cent. of the
existing issued share capital of Intercare.
The Offer has been extended and will remain open for acceptance until 3.00 p.m.
(London time) on 15 December 2003.
Prior to the announcement of the Offer on 29 October 2003, Cardinal Health had
received irrevocable undertakings to accept (or procure the acceptance of) the
Offer from the Intercare Directors and their spouses in respect of their own
beneficial holdings of, in aggregate, 234,399 Intercare Shares, representing
approximately 0.28 per cent. of the existing issued share capital of Intercare.
Cardinal Health had also received irrevocable undertakings from certain
institutional shareholders in respect of 22,097,806 Intercare Shares,
representing approximately 26.5 per cent. of the existing issued share capital
of Intercare. Valid acceptances have been received in respect of 22,128,042 of
these Intercare Shares that are the subject of irrevocable undertakings and are
included in the total number of valid acceptances referred to above.
Neither Cardinal Health, nor any persons acting, or deemed to be acting in
concert with Cardinal Health, held any Intercare Shares (or rights over any
Intercare Shares) prior to the Offer Period and neither Cardinal Health nor any
persons acting, or deemed to be acting in concert with Cardinal Health, have
acquired or agreed to acquire any Intercare Shares (or rights over any Intercare
Shares) since the commencement of the Offer Period.
Forms of Acceptance not yet returned should be completed and returned in
accordance with the instructions set out in the Offer Document and in the Form
of Acceptance so as to be received as soon as possible and, in any event, by not
later than 3.00 p.m. (London time) on 15 December 2003. Any further extensions
of the Offer will be publicly announced by 8.00 a.m. (London time) on the
business day following the day on which the Offer was otherwise due to expire.
The Offer remains subject to the terms and conditions set out in the Offer
Document.
Terms used in this announcement have the same meanings as in the Offer Document
dated 1 November 2003.
Enquiries:
Credit Suisse First Boston Stuart Upcraft Tel: + (44) 20 7888 8888
Zachary Brech
Capita IRG (receiving agent) Tel: 0870 162 3100
(or +44 208 639 2157 if outside
the UK)
Unless otherwise determined by Cardinal Health, the Offer is not being made,
directly or indirectly, in or into any Restricted Jurisdiction and the Offer
will not be capable of acceptance from or within any Restricted Jurisdiction.
Accordingly, copies of this announcement are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from any Restricted Jurisdiction and persons receiving this announcement
(including custodians, nominees and trustees) must not mail or otherwise
distribute or send it in, into or from such jurisdictions as doing so may
invalidate any purported acceptance of the Offer. Notwithstanding the
foregoing, Cardinal Health will retain the right to permit the Offer to be
accepted and any sale of securities pursuant to the Offer to be completed if, in
its sole discretion, it is satisfied that the transaction in question can be
undertaken in compliance with applicable law and regulation.
Credit Suisse First Boston, which is regulated by the Financial Services
Authority in the United Kingdom, is acting as financial adviser to the Offeror
and Cardinal Health and no one else in connection with the Offer and will not be
responsible to anyone other than the Offeror and Cardinal Health for providing
the protections afforded to clients of Credit Suisse First Boston, nor for
providing advice in relation to the Offer.
This announcement does not constitute an offer or an invitation to purchase any
securities or the solicitation of an offer to buy any securities. No offer is
being made in the United States.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPFSEFUASDSEIE