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Cephalon announces intention to offer $1.40 per share for Arana
27 / 02 / 2009
Cephalon, Inc. (Nasdaq: CEPH) today announced that its wholly-owned subsidary, Cephalon International Holdings, Inc., intends to make a cash takeover offer for all of the shares in Arana Therapeutics Limited which it does not already own (ASX: AAH) ("Arana") at a minimum price of $1.40 per share ("Cephalon Offer").
Major Shareholder Support
Cephalon has acquired an ownership position in Arana representing approximately 19.9% of Arana's total issued share capital. This position has been acquired from Arana's largest two shareholders, being Start-up Australia Ventures Pty Ltd and Rockwell Securities. Start-up Australia Ventures Pty Ltd is an entity associated with Arana Director, Dr George Jessup.
Independent Director Support
The Independent Directors of Arana, in the absence of a superior proposal, unanimously recommend that Arana shareholders accept the Cephalon Offer.
In the absence of a superior proposal each of the Arana Directors intend to accept the Cephalon Offer in respect of all Arana shares they or their associated entities own or control.
Conditions of the Offer
Cephalon's offer is subject to certain minimum conditions, including a 50.1% minimum acceptance condition.
Increase in Price if Cephalon Offer achieves 90% acceptance
Cephalon has further announced that should it be successful in achieving a 90% acceptance level (ie compulsory acquisition), the Cephalon Offer consideration will be increased to $1.45 per share ("Increased Cash Offer").
Substantial Premium
The Cephalon Offer represents a very substantial premium for Arana shareholders. In particular, it represents:
Minimum Cash Offer a 68.7% premium to the closing share price on Wednesday 25 February 2009, being the date prior to Arana entering a trading halt in relation to the announcement of the Cephalon Offer; and
Increased Cash Offer a 74.7% premium to the closing share price on Wednesday 25 February 2009, being the date prior to Arana entering a trading halt in relation to the announcement of the Cephalon Offer
The Cephalon Offer values Arana's ordinary equity at approximately $318 million (or $329m based on the Increased Cash Offer) and provides Arana shareholders with the opportunity to realise an attractive price for their Arana shares. Arana shareholders will not incur any brokerage charges by accepting the Cephalon Offer.
Arana's Chairman, Robin Beaumont, said: "The Cephalon Offer is an attractive cash offer and provides Arana shareholders with liquidity, certainty and a substantial premium to the current share price. The Independent Directors of Arana, being myself and Chris Harris, unanimously recommend the Offer, in the absence of a superior proposal."
Arana is being advised by ABN AMRO Morgans Corporate and Middletons Lawyers.
Major Shareholder Support
Cephalon has acquired an ownership position in Arana representing approximately 19.9% of Arana's total issued share capital. This position has been acquired from Arana's largest two shareholders, being Start-up Australia Ventures Pty Ltd and Rockwell Securities. Start-up Australia Ventures Pty Ltd is an entity associated with Arana Director, Dr George Jessup.
Independent Director Support
The Independent Directors of Arana, in the absence of a superior proposal, unanimously recommend that Arana shareholders accept the Cephalon Offer.
In the absence of a superior proposal each of the Arana Directors intend to accept the Cephalon Offer in respect of all Arana shares they or their associated entities own or control.
Conditions of the Offer
Cephalon's offer is subject to certain minimum conditions, including a 50.1% minimum acceptance condition.
Increase in Price if Cephalon Offer achieves 90% acceptance
Cephalon has further announced that should it be successful in achieving a 90% acceptance level (ie compulsory acquisition), the Cephalon Offer consideration will be increased to $1.45 per share ("Increased Cash Offer").
Substantial Premium
The Cephalon Offer represents a very substantial premium for Arana shareholders. In particular, it represents:
Minimum Cash Offer a 68.7% premium to the closing share price on Wednesday 25 February 2009, being the date prior to Arana entering a trading halt in relation to the announcement of the Cephalon Offer; and
Increased Cash Offer a 74.7% premium to the closing share price on Wednesday 25 February 2009, being the date prior to Arana entering a trading halt in relation to the announcement of the Cephalon Offer
The Cephalon Offer values Arana's ordinary equity at approximately $318 million (or $329m based on the Increased Cash Offer) and provides Arana shareholders with the opportunity to realise an attractive price for their Arana shares. Arana shareholders will not incur any brokerage charges by accepting the Cephalon Offer.
Arana's Chairman, Robin Beaumont, said: "The Cephalon Offer is an attractive cash offer and provides Arana shareholders with liquidity, certainty and a substantial premium to the current share price. The Independent Directors of Arana, being myself and Chris Harris, unanimously recommend the Offer, in the absence of a superior proposal."
Arana is being advised by ABN AMRO Morgans Corporate and Middletons Lawyers.