Warner Chilcott PLC
30 September 2004
30 SEPTEMBER 2004
Warner Chilcott PLC ('Warner Chilcott' or the 'Company')
Statement with respect to possible offer for Warner Chilcott
On 20 September 2004 the Board of Directors confirmed that they had received an
approach from a consortium of private equity institutions which may or may not
lead to an offer, at an indicative price of 800 pence per share in cash, for the
entire issued share capital of Warner Chilcott.
The Board now confirms that it has entered into a confidentiality agreement with
the consortium, and that the consortium is now undertaking due diligence into
The Board of Directors wishes to reiterate that the approach remains preliminary
in nature and is subject, inter alia, to various pre-conditions including
financing and due diligence. There can be no certainty either that an offer
will actually be made or to the level of an offer, if made.
The Board of Directors has appointed Greenhill & Co. International LLP as joint
financial adviser with Hoare Govett Limited.
A further announcement will be made in due course, if appropriate.
Warner Chilcott PLC Telephone +44 (0) 28 3833 4974
Hoare Govett Limited (joint financial adviser and Telephone +44 (0) 20 7678 8000
Greenhill & Co International LLP (joint financial Telephone +44 (0) 20 7440 0400
Financial Dynamics Telephone +44 (0) 20 7831 3113
Hoare Govett Limited and Greenhill & Co. International LLP are acting for Warner
Chilcott and no one else in connection with the possible offer and will not be
responsible to any other person for providing the protections afforded to
clients of Hoare Govett Limited or Greenhill & Co. International LLP or for
providing advice in relation as to any offer.
Rule 8 notices
Any person who, alone or acting together with any other person(s) pursuant to
any agreement or any understanding (whether formal or informal) to acquire or
control securities of Warner Chilcott PLC, owns or controls, or becomes the
owner or controller, directly or indirectly, of one per cent or more of any
class of securities of Warner Chilcott PLC, is generally required under the
provisions of Rule 8 of The City Code on Takeovers and Mergers (the 'Code') to
notify a Regulatory Information Service (as specified in the Listing Rules of
the UK Listing Authority) and the Panel on Takeovers and Mergers by no later
than 12.00 noon (London time) on the business day following the date of the
transaction of every dealing in such securities from and including today's date
until the first closing date of any offer or, if later, the date when any offer
becomes or is declared unconditional as to acceptances or lapses (the 'offer
period'). Dealings by Warner Chilcott PLC and or by its 'associates' (within
the meaning of the Code) in any class of securities of Warner Chilcott PLC
during the offer period must also be disclosed. Please consult your financial
adviser immediately if you believe this Rule may be applicable to you.
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