Cipla Medpro South Africa Ltd. ("Medpro") shareholders are advised that Cipla Ltd. (Cipla") has delivered to the Medpro board of directors ("the Medpro Board") an offer ("Offer") as detailed below and subject to the conditions set out subsequently:
  • To acquire 100% of the total issued ordinary share capital of Medpro ("Medpro ordinary shares") from the holders of Medpro ordinary shares registered as such on the record date for receipt of the consideration payable under the Scheme ("the Scheme Consideration Record Date") ("the Scheme Shares") by way of a scheme of arrangement in accordance with section 114 of the Companies Act, No. 71 of 2008, as amended ("the Companies Act") to be proposed between Medpro and the holders of Medpro ordinary shares ("the Scheme"). The Scheme includes any existing holders of options to acquire Medpro shares under the terms of the Medpro employee share option plans ("Medpro option holders") who acquire Medpro shares pursuant to the acceleration of their share options, but excludes any Medpro shareholders who validly exercise their appraisal rights under section 164 of the Companies Act and whose shares are thus repurchased by Medpro; and
  • If Cipla elects, Cipla will offer to pay (or, alternatively, for Medpro to pay, funded by Cipla) to Medpro option holders an amount equivalent to the "in the money" value on a net cash cancellation basis (being an amount equal to the difference between the Offer Consideration and the strike price under the relevant options) as consideration for the cancellation of Medpro options held, upon the Scheme becoming operative, by way of a separate offer, (together, "the Proposed Transaction").

The Offer will be made at a cash price of R10.00 per Medpro ordinary share to be acquired by Cipla ("the Offer Consideration'). The Offer is being made on the basis that;
  • Medpro will not declare or pay any dividends or declare or make any other distributions to the holders of any securities between the signature date of the Implementation Agreement (as defined below) and the operative date of the Scheme and that the issued share capital of Medpro will not exceed 451 818 299 Medpro shares (with a 1% buffer in limited instances), representing the number of Medpro shares currently in issue together with the maximum number of Medpro shares which may be issued pursuant to the outstanding share options. In the event that such assumptions are breached, the Offer Consideration will be reduced by the amount of the dividend per Medpro share declared and/or paid and/or will be reduced pro rata to the dilution in the assumed Medpro share capital, as applicable. Should the Scheme be implemented, application will be made by Medpro to the JSE Ltd ("the JSE") to terminate the listing of Medpro shares on the JSE pursuant to paragraph 1.16(b) of the JSE Listings Requirements.

Funding
The aggregate Offer Consideration will be funded through Cipla's existing cash resources and, where necessary, facilities. FirstRand Bank Ltd. (acting through its Rand Merchant Bank division) and The Hongkong and Shanghai Banking Corporation Limited, Johannesburg Branch, have furnished confirmations to the TRP, in compliance with Regulation 111(4) and (5) of the Takeover Regulations, that Cipla has resources available sufficient to satisfy full implementation of the Scheme.

Implementation through subsidiary
Cipla may, subject to regulations applicable to it, elect to implement the Offer though a subsidiary nominated by it prior to the Scheme Consideration Record Date ("Cipla Subsidiary"). In such event, the relevant rights and obligations of Cipla under the Scheme and Implementation Agreement will vest in the Cipla Subsidiary. Under the Implementation Agreement, Cipla guarantees the due and punctual performance by Cipla Subsidiary of its obligations under the Scheme and the Implementation Agreement.

Delisting of Medpro
Should the Scheme be implemented, application will be made by Medpro to the JSE to terminate the listing of Medpro shares on the JSE in terms of section 1.16(b) of the JSE Listing Requirements.

Withdrawal of cautionary
Medpro securities holders are advised that, following the release of this announcement, the cautionary announcement on 21 November 2012 (and subsequent renewals of the announcement dated 8 January 2013 and 19 February 2013) has been withdrawn and caution is no longer required to be exercised by Medpro shareholders when dealing in Medpro shares.

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