Capio announces closing of purchase of Unilabs’ majority shareholders’ stake
5th October 2007Apax Capio today announced that it has closed its purchase of the entire stake of registered and bearer shares and options of Unilabs from its majority shareholders. Capio today announced that it has closed its purchase of the entire stake of registered and bearer shares and options of Unilabs from its majority shareholders.
Gothenburg, Sweden, October 5th, 2007 - Capio today announced that it has closed its purchase of the entire stake of registered and bearer shares and options of Unilabs from its majority shareholders. Additionally, since the announcement of the transaction on August 7th, 2007, Capio has acquired shares and options in the market. As a result, in accordance with SESTA disclosure requirements and based on the total number of shares currently issued, Capio now holds a voting stake in Unilabs of 59.60% in shares plus 6.69% in options totalling 66.29% of the votes. In addition, Unilabs holds the equivalent of 5.01% of the voting rights in treasury shares.
On October 9th, 2007 subject to customary clearance by the Swiss Takeover Board, Capio intends to make a mandatory public tender offer under Swiss law to the public shareholders for CHF 57.50 per bearer share, CHF 28.75 per registered share and CHF 1.75 net in cash for each shareholder option for bearer shares. The offer price for the bearer shares represents a premium of 30.3% over the volume weighted average price at SWX Swiss Exchange during the 60 trading days prior to the publication of the pre-announcement on August 7th, 2007.
This document does not constitute an offer to sell or to purchase securities, nor a solicitation of an offer to sell or to purchase securities, whether in the context of the intended public tender offer in Switzerland by Capio Laboratories AB, Sweden (formerly Goldcup J 2653 AB, Sweden) (hereinafter "Capio") on the shares or option rights of Unilabs SA (hereinafter "Unilabs") or in any jurisdiction where such offer, solicitation, sale or the acceptance of such offer may be unlawful. It does also not constitute a recommendation to sell or buy shares in Capio or Unilabs. The public tender offer to the public shareholders of Unilabs and to the holders of option rights (the "Offer"), will not be made in any jurisdiction where it is contrary to applicable law or where applicable law requires Capio to modify the Offer, to submit an additional application to any authorities or other institutions, or to undertake any additional action in connection with this Offer. It is not intended to extend the Offer to any such jurisdictions. Documents related to the Offer may neither be distributed in such jurisdictions nor be sent into such jurisdictions. Persons in such jurisdictions may not use such documents to solicit purchases of securities of Unilabs.
The Offer will not be made, directly or indirectly, in or into the United States of America (the U.S.) or by use of the U.S. mails, or by any means or instrumentality (including, without limitation, post, facsimile transmission, telex, telephone or electronic transmission by way of the internet or otherwise) of U.S. interstate or foreign commerce or of any facility of a U.S. national securities exchange and the Offer cannot be accepted by any such use, means or instrumentality or from within the U.S. Capio will not be soliciting the tender of securities of Unilabs by any holder of such securities in the U.S. Unilabs securities will not be accepted from holders of such securities in the U.S. Any purported acceptance of the Offer that Capio or its agents believe has been made in or from the U.S. will be invalidated. Capio reserves the absolute right to reject any and all acceptances determined by them not to be in the proper form or the acceptance of which may be unlawful. Copies of the preannouncement and offer prospectus or any related offering documents must not be mailed or otherwise distributed or sent in or into the U.S. and may not be used for the purpose of soliciting the purchase of any securities of Unilabs from anyone in any jurisdiction, including the U.S., in which such solicitation is not authorized or from any person to whom it is unlawful to make such solicitation. Any person receiving the pre-announcement and|or offer prospectus (including custodians, nominees and trustees) must observe these restrictions.