BBI Bbi Hldgs

RNS Number:8861L
BBI Holdings PLC
16 January 2008

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO
AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE
UNLAWFUL





FOR IMMEDIATE RELEASE

16 JANUARY 2008



                     RECOMMENDED CASH AND SHARE ACQUISITION

                                       by

                      INVERNESS MEDICAL INNOVATIONS, INC.

                                       of

                                BBI HOLDINGS PLC

              (TO BE EFFECTED BY MEANS OF A SCHEME OF ARRANGEMENT)



Result of Court Meeting and General Meeting



BBI Holdings plc ("BBI" or the "Company") announces that at the meeting convened
by the court and held earlier today, 16 January 2008 (the "Court Meeting"), and
at the subsequent General Meeting (the "GM") to approve the scheme of
arrangement (the "Scheme") to implement the acquisition of the Company by
Inverness Medical Innovations, Inc. (the "Acquisition"), all of the resolutions
received the necessary majorities and were accordingly approved.



Voting results



The voting results in relation to the Court Meeting and the GM are summarised
below:



COURT MEETING



Resolution to approve the Scheme:



Number of BBI Shareholders: FOR: 223 AGAINST: 7



representing the following number of votes: FOR: 21,633,971 (99.99%) AGAINST:
5,238 (0.01%)



GM



The special resolution to give effect to the Scheme was passed unanimously on a
show of hands at the GM.



Completion of the Acquisition remains subject to the satisfaction or, if
appropriate, waiver of the conditions to the Acquisition as set out in the
Document in relation to the Scheme dated 21 December 2007 (the "Scheme
Document") and sent to BBI Shareholders, including, inter alia, the sanction of
the Scheme by the High Court. The expected timetable of principal events in
connection with the Scheme is set out in the Appendix to this announcement.




Enquiries:
BBI Holdings Plc                               Inverness Medical Innovations, Inc.

Tel: +44 (0) 2920 747232                       Tel: +1 (781) 647 3900
David Evans, Chairman                          Doug Guarino

Julian Baines, Chief Executive                 (Director of Corporate Relations)
Cenkos Securities plc                          IDJ Limited

(Financial adviser, nominated adviser and      (Financial adviser to Inverness)
broker to BBI Holdings Plc)

Tel: +44 (0) 20 7397 8900
                                               Tel:  +44 (0) 20 7355 1200
Ian Soanes                                     John Incledon
Adrian Hargrave                                David Bolton




The BBI Directors accept responsibility for the information contained in this
Announcement.  To the best of the knowledge and belief of the BBI 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.

Cenkos, which is authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for BBI and no one else in connection
with the Proposal and the Scheme and will not be responsible to anyone other
than BBI for providing the protections afforded to the clients of Cenkos nor for
providing advice in relation to the Proposal and the Scheme or any other matter
or arrangement referred to in this announcement.

IDJ Limited, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, 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.

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 City 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 Document which
contains the full details, terms and conditions of the Proposal, including
details of how to vote in respect of the Proposal. BBI Shareholders are advised
to read the Scheme Document carefully once it has been received.

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.



NOTICE TO US SHAREHOLDERS

For US securities law purposes, the exchange offer described in the Scheme
Document will be made for the securities of a foreign company by means of a
scheme of arrangement under Section 425 of the United Kingdom Companies Act
1985. The offer is subject to disclosure and procedural requirements of a
foreign country that are different from those of the United States.   Financial
statements relating to BBI included or incorporated in the Scheme Document
have been prepared in accordance with foreign accounting standards that may not
be comparable to the financial statements of United States companies.  It may be
difficult for you to enforce your rights and any claim you may have arising
under United States federal securities laws, since BBI is located in a foreign
country, and some or all of its officers and directors may be residents of a
foreign country. You may not be able to sue BBI or its officers or directors in
a foreign court for violations of the U.S. securities laws. It may be difficult
to compel BBI and its affiliates to subject themselves to a U.S. court's
judgment. You should be aware that Inverness may purchase securities otherwise
than pursuant to the Scheme, such as in open market or privately negotiated
purchases. BBI is circulating the Scheme Document to its shareholders in
connection with its solicitation of proxies in connection with the Scheme. The
Scheme Document contains important information about BBI, Inverness, the Scheme
and related matters.  BBI shareholders are urged to read the Scheme Document
carefully.



Words and expressions defined in the Scheme Document shall, unless the context
provides otherwise, have the same meanings in this Announcement.



Appendix



Expected timetable of principal events


Event                                                                 Time and/or date 1


Initial Court Hearing to provide directions in relation to the Scheme 10.30 am on 24 January 2008


Court Hearing to Sanction the Scheme                                  8 February 2008 1


Last day of dealings in, and registration of transfers of, and        6.00 pm on 8 February 2008 1
disablement in CREST of, BBI Shares


Latest time for receipt of green Cash Election Form (2)               6.00 pm on 8 February 2008


Reorganisation Record Date                                            6.00 pm on 8 February 2008 1


Delisting of BBI Shares                                               7.00 am on 11 February 2008 1


Scheme Record Time                                                    6.00 pm on 11 February 2008 1


Court Hearing to confirm the Capital reduction                        11 February 2008 1


Scheme Effective Date                                                 12 February 2008 1


Latest Date for despatch of certificates for New Inverness Shares and 26 February 2008 1
Cash Consideration due under the Scheme





1These dates are indicative only and will depend, inter alia, on the dates upon
which the Conditions are either satisfied or waived (to the extent they are
capable of being waived), and the dates upon which the Court sanctions the
Scheme and confirms the associated reduction of capital and the Court Order
sanctioning the Scheme and confirming the reduction of capital is delivered to
the Registrar of Companies in England and Wales and, in respect of the reduction
of capital, is registered by the Registrar of Companies in England and Wales.
It may be necessary for more than one court hearing to sanction the Scheme.

2 At the request of the London Stock Exchange, the latest time and date for
receipt of the green Cash Election Form has been extended from the time and date
published in the Scheme Document.




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

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