Offer Update
14 March 2003 - 6:17PM
UK Regulatory
RNS Number:7327I
Oxford Glycosciences PLC
14 March 2003
14 March 2003
Not for release, publication or distribution in, into or from Australia, Canada
or Japan
OXFORD GLYCOSCIENCES PLC ("OGS" OR THE "COMPANY")
ADVICE TO SHAREHOLDERS
The OGS Board* is today posting a circular to OGS Shareholders setting out its
advice in relation to the offers from Cambridge Antibody Technology Group plc ("
CAT") and Celltech Group plc ("Celltech").
The OGS Board continues to believe that a merger with CAT represents the best
alternative for OGS Shareholders, enabling them to benefit from continued
participation in the future of the combined businesses. However, given the
current difference in value of the CAT Merger relative to the Celltech Offer,
the OGS Board, which has been so advised by Goldman Sachs, has withdrawn its
recommendation of the CAT Merger. The OGS Board intends to pursue further
discussions with CAT regarding a potential revised proposal and also to seek or
consider offers from other potentially interested third parties.
The OGS Board, which has been so advised by Goldman Sachs, does not recommend
the Celltech Offer, as it believes, as a cash offer, it does not reflect fully
the value of the business and cash of OGS.
The OGS Board is advising OGS Shareholders to take no action in respect of the
Celltech Offer.
Background to Offers
CAT Merger
On 23 January 2003, the OGS Board and the CAT Board announced that they had
agreed the terms of an all share recommended merger of CAT and OGS, to be made
on the basis of 0.362 New CAT Shares for each OGS Share and 0.362 New CAT ADSs
for each OGS ADS. Based upon CAT's share price of 540 pence, being the Closing
Price of a CAT Share on 22 January 2003, (which was the last Business Day prior
to the date of the announcement of the CAT Merger), the CAT Merger valued each
OGS Share at 195.5 pence. This represented a premium of 28% over the Closing
Price on 22 January 2003 of 152.5 pence per OGS Share.
The Scheme Document describing the CAT Merger issued on 6 February 2003 stated
that the CAT Merger would help both CAT and OGS to achieve their stated goals by
creating an enlarged entity which would significantly strengthen the discovery
and development capabilities and financial resources with which to build its
pipeline.
The following were some of the benefits identified for the Enlarged Group:
* A stronger and broader product portfolio, with two approved products,
seven additional product candidates in clinical trials and seven pre-clinical
products;
* Significant strengthening of core capabilities in R&D;
* Both antibody and small molecule discovery capabilities, as well as
significantly improved scale in product development; and
* Greater financial strength with a pro-forma net cash position of
#260.1 million as at 31 December 2002.
Celltech Offer
On 26 February 2003, the board of Celltech announced the terms of an unsolicited
offer for OGS of 182 pence in cash for each OGS Share. The Celltech Offer values
OGS at approximately #102.1 million which represents a 26% discount to the cash
per OGS share of 245 pence as at 31 December 2002 and a low acquisition premium
of 19% to the share price of OGS of 152.5 pence per share on 22 January 2003,
the day prior to the announcement of the CAT Merger.
Recent Developments
On 11 March 2003, the OGS Court Meeting and the OGS EGM convened for that day
were adjourned. The Company will inform shareholders accordingly as to any
reconvening of the meetings.
Commenting on today's announcement, David Ebsworth, PhD., CEO of OGS, said:
"Our Board continues to believe that the strategic benefits of a merger with CAT
remain valid and the combination represents an opportunity to create a leading
European biotechnology company. We continue not to recommend the Celltech Offer
as we believe it is opportunistic and does not reflect fully the value of the
business and cash of OGS, and it does not provide our shareholders with any
future participation in the business. We therefore advise our shareholders to
take no action in respect of the Celltech Offer.
"Our primary duty is to our shareholders and therefore, we are committed to
exploring all options to maximise value for them. In order to do this, we intend
to pursue further discussions with CAT, as well as seeking or considering offers
from other potentially interested parties."
-Ends-
For further information please contact:
Oxford GlycoSciences Plc +44 (0) 1235 208 000
David Ebsworth, Ph.D., Chief Executive Officer
Goldman Sachs International +44 (0) 20 7774 1000
Michael Hill
Basil Geoghegan
Phil Raper (Corporate Broking)
Financial Dynamics
UK Media and Investors +44 (0) 20 7831 3113
Tim Spratt
Melanie Toyne-Sewell
US Media and Investors +1 212 850 5626
Leslie Wolf-Creutzfeldt
Deborah Ardern Jones
Goldman Sachs International is acting for OGS and for no-one else in connection
with this announcement and will not be responsible to any other person for
providing the protections afforded to clients of Goldman Sachs International or
for providing advice in relation to the Celltech Offer, the CAT Merger or the
contents of this announcement.
The directors of OGS accept responsibility for the information contained in this
announcement. To the best of the knowledge and belief of the directors of OGS
(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.*
*Dr Donald Drakeman, a director of OGS, is also the Chief Executive Officer of
Medarex Inc, a competitor of CAT, and therefore did not participate in decisions
of the Board relating to the CAT Merger. Given this conflict, he has also not
participated and does not propose to participate in discussions relating to any
competing offer for OGS. Accordingly, Dr Drakeman has abstained from Board
discussions of, and advice to OGS Shareholders relating to, the Celltech Offer
and is not taking responsibility for the views or advice of the Board on the
Celltech Offer.
OGS will be filing its Schedule 14D-9 Recommendation Statement with the
Securities and Exchange Commission today in which reasons for the Board's
determinations will be described in greater detail. Shareholders are urged to
read the entire Recommendation Statement when it becomes available because it
contains important information. Shareholders can obtain a free copy of this and
any other documents filed with the Securities and Exchange Commission at the
SEC's website (www.sec.gov). In addition, the Recommendation Statement will be
available without charge by contacting the Bank of New York on the US telephone
number +1 (212) 815 3982.
This announcement does not constitute an offer to sell or invitation to purchase
any securities or the solicitation of any vote or approval in any jurisdiction.
The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law and therefore persons in such
jurisdictions into which this announcement is released, published or distributed
should inform themselves about and observe such restrictions.
This information is provided by RNS
The company news service from the London Stock Exchange
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