Adcock, CFR deal scrapped
CFR Pharmaceuticals and Adcock Ingram on Friday called it quits after agreeing that there was “no prospect” of a 75% shareholder approval for the Chilean group’s buy-out of the South African pharmaceuticals group after Bidvest significantly upped its stake to more than 30%.
In a joint statement to shareholders, the parties said they had terminated the transaction implementation agreement, which was set out in September, that would have seen Chile-based CFR table about R12.8-billion for a 100% shareholding of Adcock.
JSE-listed Bidvest moved to challenge the bid through the acquisition of a further 39-million shares in Adcock at about R70 apiece, increasing Bidvest’s stake to 34.5% and placing the group in a position to reject the disputed deal.
CFR needed to obtain 75% approval from Adcock shareholders.
The Public Investment Corporation, which owned more than 20% of Adcock, and Bidvest had each publicly expressed their opposition to the proposed deal between Adcock and CFR.
“Shareholders are advised that Adcock Ingram and CFR have consulted and are of the common view that there is no prospect that the special resolutions to approve the scheme of arrangement proposed between the company and the holders of Adcock Ingram ordinary shares in relation to the offer from CFR will be approved by the necessary 75% majority,” Adcock said, withdrawing its cautionary.
The new mutual termination agreement signed by Adcock and CFR remained subject to written exemption from the Takeover Regulation Panel, which had already been approached, which would relieve CFR of its obligations to proceed with the transactions set out in the implementation agreement.
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