Offer for Sygen Int. plc
Genus PLC
28 October 2005
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO
THE EXCLUDED TERRITORIES
FOR IMMEDIATE RELEASE
28 October 2005
Recommended Cash Offer by
Bridgewell Securities Limited
on behalf of
Genus plc
to acquire the entire issued and to be issued
share capital of
Sygen International plc
Summary
The boards of Sygen and Genus are pleased to announce that they have reached
agreement on the terms of a recommended cash offer to be made by Bridgewell on
behalf of Genus to acquire the Existing and to be Issued Sygen Share Capital for
63.2 pence per Sygen Share in cash. The Offer values the Existing Sygen Share
Capital at approximately £187 million.
Sygen Shareholders will remain entitled to receive the proposed net final
dividend in respect of the year ended 30 June 2005 of 0.8 pence per Sygen Share
which the Sygen Board has recommended and which (subject to the passing of the
Final Dividend Resolution) will be paid on 25 November 2005 to Sygen
Shareholders on the register on 28 October 2005. The Offer is classified by the
AIM Rules as a reverse takeover and is therefore conditional upon, amongst other
things, approval by Genus Shareholders.
Under the terms of the Offer, Sygen Shareholders will receive 63.2 pence per
Sygen Share in cash. In addition, Sygen Shareholders will remain entitled to
receive the 0.8 pence Dividend. The Offer Price, when aggregated with the right
to receive the 0.8 pence Dividend, represents a premium of approximately:
• 55.4 per cent. over the average closing price of 41.20 pence
per Sygen Share during the twelve months up to and including 11 October 2005,
being the last business day prior to the date on which Sygen announced that it
had received an approach in relation to a possible offer;
• 36.9 per cent. over the closing price of 46.75 pence per Sygen
Share on 11 October 2005, being the last business day prior to the date on which
Sygen announced that it had received an approach in relation to a possible
offer; and
• if the value of the net cash position of Sygen on a per share
basis as at 30 June 2005 is excluded, 45.1 per cent. over the closing price
(also adjusted for such exclusion) of 38.22 pence per Sygen Share on 11 October
2005, being the last business day prior to the date on which Sygen announced
that it had received an approach in relation to a possible offer.
Genus will fund the consideration payable under the Offer through a proposed
placing of 16,923,080 new Genus Shares at 325 pence per share to raise
approximately £55 million (before expenses) and new bank facilities totalling
£180 million provided by Barclays. The Placing has been fully underwritten by
Bridgewell and Panmure Gordon. Bridgewell is satisfied that sufficient
financial resources are available to Genus to satisfy the maximum cash
consideration that would be payable on full acceptance of the Offer.
The Sygen Directors, who have been so advised by CSFB, consider the terms of the
Offer to be fair and reasonable. In providing its advice to the Sygen Directors,
CSFB has taken into account the commercial assessments of the Sygen Directors.
The Sygen Directors intend unanimously to recommend that Sygen Shareholders
accept the Offer, as they have irrevocably undertaken to do in respect of their
own beneficial holdings of 2,283,496 Sygen Shares, representing approximately
0.77 per cent. of the Existing Sygen Share Capital.
In addition, certain Sygen Shareholders have irrevocably undertaken to accept
the Offer in respect of, in aggregate, 13,268,000 Sygen Shares, representing
approximately 4.5 per cent. of the Existing Sygen Share Capital. Genus has also
received non-binding letters of intention to accept the Offer in respect of, in
aggregate, 60,442,841 Sygen Shares, representing approximately 20.5 per cent. of
the Existing Sygen Share Capital.
Sygen is a world leader in applying quantitative genetics and biotechnology to
animal breeding. Sygen's technology, products and services enable pig and
shrimp producers and farmers to enhance meat quality and improve efficiency in
the production of meat animals. Sygen applies a combination of quantitative
genetics and biotechnology to animal breeding, which is applicable across
several livestock species, and is currently applied with respect to pigs and
shrimps. For the year ended 30 June 2005, Sygen reported revenues of £134.4
million, earnings before interest, depreciation and amortisation and exceptional
items of £15.4 million and an operating profit before exceptional items of £8.9
million.
Genus is a world leading bovine genetics company. At the heart of Genus'
business lies a research and development programme with an annual cost of
approximately £8 million per year. Laboratory bio-science is used to target and
augment traditional mating and selection programmes, testing 400 new bulls each
year. Genus applies biotechnology to the natural breeding of beef and dairy
cattle, creating genetic improvement without the use of genetic modification and
distributes frozen beef and dairy semen for both tropical and temperate
agricultures from its six studs located across four continents to farmers in
approximately 70 countries. The Genus Group sells through a network of retail
staff and exclusive agents and distributors. Farmers use the improved genetics
purchased to breed elite progeny and so add value by increasing the output and
robustness of their herds.
Through organic growth and by acquisition, Genus significantly expanded its
bovine genetics business. The acquisition of ABS Global Inc. in 1999 resulted
in the Genus Group achieving a step change in the size of its core genetics
division.
The Genus Directors believe that a combination of the two businesses will bring
economies of scale to the Enlarged Group and enable a more efficient research
programme, benefiting both customers and the Enlarged Group alike. Furthermore,
the Genus Board believes that there is merit in creating a larger core business
with a global presence in complementary markets.
The Genus Directors believe that the acquisition of Sygen represents an
opportunity to:
• benefit from economies of scale, particularly in the mature bovine and
porcine markets, which should impact favourably on costs;
• reduce dependency on one breed of animal and mitigate the associated risks;
• combine research and development programmes to yield greater growth
potential to be a world leader in animal genetics research and to strengthen the
pursuit of a step change in the size of the business brought about through the
commercial application of bio-science;
• benefit from Sygen's experience in selling to food processors; and
• increase efficiency and improve profitability and cash flow.
Commenting on the Offer, John Hawkins, Chairman of Genus, said:
'We believe that this acquisition is an exciting opportunity to create a world
leading animal genetics company. Much of the science and technology of Genus
and Sygen is complimentary. As the customer bases do not overlap all the sales
will be incremental. In combination, we believe that the Enlarged Group will
have an improved chance of making a technological breakthrough. Also, the
increased diversity will allow commercialisation across more species. The
benefits of cross-fertilisation between the business operations will add to the
company's efficiency and competitive edge.
We are pleased that the Sygen Board intends unanimously to recommend the Offer
and we commend it to the shareholders of both companies.'
Also commenting on the Offer, Brian Baldock, Chairman of Sygen, said:
'We firmly believe that this offer is in the interests of Sygen's shareholders,
customers and employees. For several years, Sygen's management has pursued a
clear and consistent growth strategy which offers considerable long term
potential. However, this potential, and in particular the implementation of our
multi-species strategy, is likely to be realised more quickly in conjunction
with Genus. For our shareholders, this cash offer delivers both certainty and a
substantial premium.'
Enquiries:
Genus 01256 347100
John Hawkins, Chairman
Richard Wood, Chief Executive Officer
David Timmins, Finance Director
Bridgewell (Financial Adviser and Nominated Adviser to Genus) 0207 003 3000
Greg Aldridge
Fred Ward
Panmure Gordon (Broker to Genus) 0207 459 3600
Edward Farmer
Mark Lander
Buchanan Communications (PR Adviser to Genus) 0207 466 5000
Charles Ryland
Suzanne Brocks
Sygen 01865 822 275
Brian Baldock, Chairman
Phillip David, Chief Executive
John Adams, Finance Director
CSFB (Exclusive Financial Adviser to Sygen) 0207 888 8888
Richard Probert
William Mansfield
JPMorgan Cazenove (Corporate Broker to Sygen) 0207 588 2828
David Clasen
Bronson Albery
WMC Communications (PR Adviser to Sygen) 0207 930 9030
David Wynne-Morgan
Alex Glover
This summary should be read in conjunction with the full text of the following
announcement. Appendix III to the following announcement contains definitions of
certain terms used in this summary and the following announcement.
Bridgewell, which is authorised and regulated in the United Kingdom by the
Financial Services Authority for investment business activities, is acting as
financial adviser to Genus in connection with the Offer and other matters
referred to in the following announcement and no one else and will not be
responsible to anyone other than Genus for providing the protections afforded to
clients of Bridgewell nor for providing advice in relation to the Offer, or the
contents of this summary or the following announcement or any arrangement
referred to herein.
Panmure Gordon, which is authorised and regulated in the United Kingdom by the
Financial Services Authority for investment business activities, is acting for
Genus and no one else and will not be responsible to anyone other than Genus for
providing the protections afforded to customers of Panmure Gordon nor for
providing advice in relation to the Offer, or the contents of this summary or
the following announcement or any arrangement referred to herein.
CSFB, which is authorised and regulated in the United Kingdom by the Financial
Services Authority for investment business activities, is acting as financial
adviser to Sygen in connection with the Offer and no one else, and will not be
responsible to anyone other than Sygen for providing the protections afforded to
clients of CSFB nor for providing advice in relation to the Offer, or the
contents of this summary or the following announcement or any arrangement
referred to herein.
JPMorgan Cazenove, which is authorised and regulated in the United Kingdom by
the Financial Services Authority for investment business activities, is acting
as exclusive corporate broker to Sygen, and has also provided financial advice,
in connection with the Offer and no one else and will not be responsible to
anyone other than Sygen for providing the protections afforded to clients of
JPMorgan Cazenove nor for providing advice in relation to the Offer or the
contents of this summary or the following announcement or any arrangement
referred to herein.
The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom 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. Any
failure to comply with the restrictions may constitute a violation of the
securities laws of any such jurisdiction.
The Offer is not being made, directly or indirectly, in or into, or by use of
the mails of, or by any means or instrumentality (including, without limitation,
facsimile transmission, internet, email, telex or telephone) of interstate or
foreign commerce of, or any facility of a national state or other securities
exchange of, the Excluded Territories and subject to certain exceptions cannot
be accepted by any such use, means instrumentality or facility or from the
Excluded Territories.
Neither the Offer nor the Placing constitutes an offer of securities for sale,
or the solicitation of an offer to buy, securities in the United States and the
Placing Shares to be issued pursuant to the Placing have not been and will not
be registered under the United States Securities Act of 1933, or under the laws
of any state, district or other jurisdiction of the Excluded Territories and no
regulatory clearances in respect of Placing Shares have been or will be, applied
for in any jurisdiction. Accordingly, unless an exemption under the US
Securities Act of 1933 or other relevant securities laws is applicable, the
Placing Shares are not being, and may not be offered, sold, resold, delivered or
distributed, directly or indirectly, in or into any of the Excluded Territories
or to, or for the account or benefit of, any person resident in any of the
Excluded Territories.
This summary and the following announcement contain a number of forward-looking
statements relating to Genus and Sygen with respect to, among others, the
following: financial condition; results of operations; the business of the
Enlarged Group; future benefits; and management plans and objectives. Genus and
Sygen consider any statements that are not historical facts as 'forward-looking
statements'. They involve a number of risks and uncertainties that could cause
actual results to differ materially from those suggested by the forward-looking
statements. Important factors that could cause actual results to differ
materially from estimates or forecasts contained in the forward-looking
statements include, among others, the following possibilities: future revenues
are lower than expected; costs or difficulties relating to the integration of
the businesses of Genus and Sygen, or of other future acquisitions, are greater
than expected; expected cost savings from the transaction or from other future
acquisitions are not fully realised or realised within the expected time frame;
competitive pressures in the industry increase; general economic conditions or
conditions affecting the relevant industries, whether internationally or in the
places where Genus and Sygen conduct business are less favourable than expected,
and/or conditions in the securities market are less favourable than expected.
This summary and the following announcement do not constitute an offer to sell
or an invitation to purchase any securities or the solicitation of an offer to
purchase any securities, pursuant to the Offer or otherwise. The Offer will be
made solely by the Offer Document and, in the case of Sygen Shares in
certificated form, the Form of Acceptance accompanying the Offer Document, which
will contain the full terms and conditions of the Offer, including details of
how the Offer may be accepted. Sygen Shareholders are advised to read the Offer
Document and accompanying Form of Acceptance when they are sent to them because
they will contain important information.
Under the provisions of Rule 8.3 of the City Code, any person who, alone or
acting together with any other person(s) pursuant to an agreement or
understanding (whether formal or informal) to acquire or control relevant
securities of Sygen, owns or controls, or becomes the owner or controller of,
directly or indirectly, one per cent. or more of any class of securities of
Sygen is required to disclose, by not later than 12.00 noon (London time) on the
London business day following the date of the relevant transaction, dealings in
such securities (or in any option in respect of, or derivative referenced to,
any such securities) during the period to the date on which the Offer becomes or
is declared unconditional as to acceptances or lapses or is otherwise withdrawn.
Under the provisions of Rule 8.1 of the City Code, all dealings in relevant
securities of Sygen by Genus or Sygen, or by any of their respective
'associates' (within the meaning of the City Code), must also be disclosed.
With effect from 7 November 2005, the definition of 'interest in securities' in
Rule 8 will in certain circumstances include contracts for differences (and
other cash settled derivatives) and will apply to any person who is interested
in 1% or more of any class of relevant securities of Sygen. The timing for
public disclosure of such interests will be extended to 3.30 p.m. (London time)
on the London business day following the date of the relevant transaction.
If you are in any doubt as to the application of Rule 8 to you, please contact
an independent financial adviser authorised under the Financial Services and
Markets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk or
contact the Panel on telephone number +44 20 7638 0129; fax +44 20 7236 7013.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO
THE EXCLUDED TERRITORIES
FOR IMMEDIATE RELEASE
28 October 2005
Recommended Cash Offer by
Bridgewell Securities Limited
on behalf of
Genus plc
to acquire the entire issued and to be issued
share capital of
Sygen International plc
1. Introduction
The boards of Sygen and Genus are pleased to announce that they have reached
agreement on the terms of a recommended cash offer to be made by Bridgewell on
behalf of Genus to acquire the Existing and to be Issued Sygen Share Capital for
63.2 pence per Sygen Share in cash. The Offer values the Existing Sygen Share
Capital at approximately £187 million.
Sygen Shareholders will remain entitled to receive the proposed net final
dividend in respect of the year ended 30 June 2005 of 0.8 pence per Sygen Share
which the Sygen Board has recommended and which (subject to the passing of the
Final Dividend Resolution) shall be paid on 25 November 2005 to Sygen
Shareholders on the register on 28 October 2005. The Offer is classified by the
AIM Rules as a reverse takeover of Genus and is therefore conditional upon,
amongst other things, approval by Genus Shareholders.
Genus has received irrevocable undertakings to accept the Offer in respect of,
in aggregate, 15,551,496 Sygen Shares, representing approximately 5.27 per cent.
of the Existing Sygen Share Capital and non-binding letters of intention to
accept the Offer in respect of, in aggregate, 60,442,841 Sygen Shares,
representing approximately 20.5 per cent. of the Existing Sygen Share Capital.
Further details of such irrevocable undertakings and letters of intention are
set out in this announcement and in the Offer Document which is expected to be
posted to Sygen Shareholders within the next ten days.
2. The Offer
The Offer will be made on and subject to the terms and conditions set out in
Appendix I to this announcement and the further terms and conditions set out in
the Offer Document expected to be posted to Sygen Shareholders within the next
ten days, and in the case of Sygen Shares held in certificated form, the Form of
Acceptance which will accompany the Offer Document.
The Offer is for the Existing and to be Issued Sygen Share Capital and is being
made on the following basis:
for each Sygen Share 63.2 pence in cash
Under the terms of the Offer, Sygen Shareholders will receive 63.2 pence per
Sygen Share in cash. In addition, Sygen Shareholders will remain entitled to
receive the 0.8 pence Dividend. The Offer Price, when aggregated with the right
to receive the 0.8 pence Dividend, represents a premium of approximately:
• 55.4 per cent. over the average closing
price of 41.20 pence per Sygen Share during the twelve months up to and
including 11 October 2005, being the last business day prior to the date on
which Sygen announced that it had received an approach in relation to a possible
offer;
• 36.9 per cent. over the closing price of
46.75 pence per Sygen Share on 11 October 2005, being the last business day
prior to the date on which Sygen announced that it had received an approach in
relation to a possible offer; and
• if the value of the net cash position of
Sygen on a per share basis as at 30 June 2005 is excluded, 45.1 per cent. over
the closing price (also adjusted for such exclusion) of 38.22 pence per Sygen
Share on 11 October 2005, being the last business day prior to the date on which
Sygen announced that it had received an approach in relation to a possible
offer.
The Offer, which is classified by the AIM Rules as a reverse takeover of Genus,
is conditional, amongst other things, on (i) Genus Shareholders resolving to
approve the Offer (and the Genus Board will unanimously recommend Genus
Shareholders to vote in favour of the resolutions to be proposed at an
extraordinary general meeting of Genus which is expected to be convened for late
November 2005 (or any adjournment thereof), notice of which meeting will be set
out at the end of the Admission Document, and have irrevocably undertaken to
Sygen to vote in favour of such resolutions in respect of their own beneficial
shareholdings which amount to, in aggregate, 114,586 Genus Shares representing
approximately 0.3 per cent. of the Existing Genus Share Capital); (ii) the
re-admission and admission, respectively, to trading on AIM of the Existing
Genus Share Capital and the Placing Shares in accordance with the AIM Rules; and
(iii) valid acceptances being received in respect of not less than 90 per cent.
of the Sygen Shares to which the Offer relates (or such lesser percentage as the
Genus Board may decide (with the prior approval of Bridgewell, Panmure Gordon
and Barclays), subject to the City Code). Application will be made by Genus to
the London Stock Exchange for the Existing Genus Share Capital to be re-admitted
and the Placing Shares to be admitted respectively to trading on AIM.
In addition, the Offer is made subject to the conditions set out in Appendix I
of this document and the further terms and conditions to be set out in the Offer
Document expected to be posted to Sygen Shareholders within the next ten days
and, in the case of Sygen Shares held in certificated form, in the Form of
Acceptance which will accompany the Offer Document.
The Offer extends to any Sygen Shares unconditionally allotted or issued whilst
the Offer remains open for acceptance (or such earlier date as Genus may,
subject to the Code, determine, such earlier date not, without the consent of
the Panel, being earlier than the date on which the Offer becomes unconditional
as to acceptances or, if later, the first closing date of the Offer) as a result
of the exercise of options granted under the Sygen Share Schemes or otherwise.
Sygen Shares will be acquired pursuant to the Offer fully paid and free from all
liens, charges, encumbrances, rights of pre-emption and other interests and
together with all rights now or hereafter attaching thereto, save for the 0.8
pence Dividend.
3. Background to and reasons for recommending the Offer
Sygen became an independent company in 1998 following significant divestitures
from and a capital reorganisation of its predecessor company, Dalgety plc. At
that time Sygen was the largest independent global pig breeder but was highly
susceptible to the volatility of the pig cycle given its outright ownership of
pig farms. In addition, there were a number of legacy issues from the former
Dalgety period that needed to be addressed.
These issues have been addressed by the current management team who have also
developed the business so that it creates value through the innovative
application of quantitative genetics and biotechnology to animal breeding. They
have achieved this through changing Sygen's business model to a royalty model
based on outsourcing production and investing in research and development to
leverage its quantitative genetic and biotechnology skills across multiple
species, whilst selling off a number of asset-intensive farms where Sygen was
actively involved in pig breeding. This has led to improvements in Sygen's
margins and returns on capital employed, as well as evolving the business to use
this technology for other species, most notably in SyAqua.
The focus on improving the underlying quality of Sygen's business and its
earnings is demonstrated by its financial performance which has seen an
operating loss before exceptional items of £3.3 million for the year to 30 June
2000 grow to an operating profit before exceptional items of £8.9 million for
the year to 30 June 2005.
Notwithstanding the Sygen Board's confidence in its independent future, it
recognises the value and certainty of a premium cash offer to Sygen
Shareholders. In addition, there has been considerable industry consolidation
within the breeding sector. Some of this consolidation has involved companies
which might otherwise have facilitated the implementation of Sygen's
multi-species strategy. The Sygen Board recognises the advantages of scale
within this marketplace.
The Offer (when aggregated with the 0.8 pence Dividend) represents a premium of
approximately:
• 55.4 per cent. over the average closing
price of 41.20 pence per Sygen Share during the twelve months up to and
including 11 October 2005, being the last business day prior to the date on
which Sygen announced that it had received an approach in relation to a possible
offer;
• 36.9 per cent. over the closing price of
46.75 pence per Sygen Share on 11 October 2005, being the last business day
prior to the date on which Sygen announced that it had received an approach in
relation to a possible offer; and
• if the value of the net cash position of
Sygen on a per share basis as at 30 June 2005 is excluded, 45.1 per cent. over
the closing price (also adjusted for such exclusion) of 38.22 pence per Sygen
Share on 11 October 2005, being the last business day prior to the date on which
Sygen announced that it had received an approach in relation to a possible
offer.
In addition, the Offer of 63.2 pence per share in cash for the Existing and to
be Issued Sygen Share Capital represents a multiple of:
• 30.4 x net income before exceptional
items for the year ended 30 June 2005; and
• 10.6 x operating profit before
depreciation, amortisation and exceptional items for the year ended 30 June
2005.
Accordingly, the Sygen Directors have concluded that the Offer provides Sygen
Shareholders with a favourable opportunity to realise their investment at an
attractive price.
4. Irrevocable undertakings and existing holdings
Genus has received irrevocable undertakings to accept the Offer from each of the
Sygen Directors who holds Sygen Shares in respect of, in aggregate, 2,283,496
Sygen Shares, representing approximately 0.77 per cent. of the Existing Sygen
Share Capital. Each of these irrevocable undertakings requires the person who
has given it to accept or procure the acceptance of the Offer in respect of the
number of Sygen Shares which are the subject of the irrevocable undertaking and
will continue to be binding in the event of a competing offer for Sygen. These
irrevocable undertakings will cease to be binding if:
• the Offer Document has not been posted
within 28 days after the date of this announcement (or within such longer period
as Genus, with the consent of the Panel, determines); or
• the Offer lapses or is withdrawn.
In addition, certain other Sygen Shareholders have irrevocably undertaken to
accept the Offer in respect of their entire interests in Sygen Shares amounting
to, in aggregate, 13,268,000 Sygen Shares, representing approximately 4.5 per
cent. of the Existing Sygen Share Capital. These irrevocable undertakings will
cease to be binding in the event a third party announces their intention to make
a general offer for all the shares in Sygen which values Sygen at 5 per cent. or
more higher than the Offer. Genus has also received non-binding letters of
intention to accept the Offer from other Sygen Shareholders in respect of, in
aggregate, 60,442,841 Sygen Shares representing approximately 20.5 per cent. of
the Existing Sygen Share Capital.
Accordingly, Genus has received irrevocable undertakings and non-binding letters
of intention to accept the Offer in respect of, in aggregate, 75,994,337 Sygen
Shares, representing approximately 25.7 per cent. of the Existing Sygen Share
Capital.
5. Inducement fees
As part of the negotiations between Sygen and Genus, Sygen and Genus have agreed
to enter into an inducement fee arrangement. The inducement fee, the amount of
which is £1.86 million (inclusive of VAT), which is equal to approximately 1 per
cent. of the total value of the Offer at the Offer Price, is payable by Sygen to
Genus if:
• a Competing Offer is announced or proposed, prior to the earliest of
the Offer lapsing or the Offer being withdrawn, which at any time thereafter
becomes or is declared unconditional in all respects (including as to
acceptances) or otherwise becomes effective or is completed; or
• the Sygen Directors withdraw or adversely modify the terms of their
approval or recommendation of the Offer in circumstances where no Competing
Offer has been announced or proposed and they have received no approach from a
bona fide potential offeror (as such term is used in the City Code) prior to the
occurrence of such event, provided that the inducement fee will not be payable
in such circumstances if prior to the occurrence of such event Genus notifies
Sygen that it is no longer proceeding with the Offer or the Offer has lapsed.
For the purposes of the inducement fee arrangement, 'Competing Offer' means an
offer, however effected, including by means of a scheme of arrangement, to
acquire more than 50 per cent. of the voting rights attributable to the ordinary
share capital of Sygen by a person who is not Genus or acting in concert (as
defined in the Code) with Genus.
The inducement fee arrangement also provides for the payment by Genus to Sygen
of a fee equal to the amount of the inducement fee referred to above in the
event that Genus' ordinary shareholders fail to pass by 16 December 2005 at a
duly convened extraordinary general meeting of Genus such resolution(s) as may
be necessary to approve, implement and effect the Offer.
Genus is not obliged to pay the above fee to Sygen if the inducement fee payable
by Sygen to Genus has previously become payable and Sygen is not obliged to pay
the above fee to Genus if the inducement fee payable by Genus to Sygen has
previously become payable.
6. Background to and reasons for the Offer
Genus is a world leading bovine genetics company. Sygen is a world leader in
pig and shrimp genetics. The Genus Directors believe that a combination of the
two businesses will bring economies of scale to the Enlarged Group and enable a
more efficient research programme, benefiting both customers and the Enlarged
Group alike. Furthermore, the Genus Board believes that there is merit in
creating a larger core business with a global presence in complementary markets.
The Genus Board believes that the acquisition of Sygen represents an opportunity
to:
• benefit from economies of scale, particularly in the mature bovine and
porcine markets, which should impact favourably on costs;
• reduce dependency on one breed of animal and mitigate the associated risks;
• combine research and development programmes to yield greater growth potential
to be a world leader in animal genetics research and to strengthen the pursuit
of a step change in the size of the business brought about through the
commercial application of bio-science;
• benefit from Sygen's experience in selling to food processors; and
• increase efficiency and improve profitability and cash flow.
Following the Offer becoming or being declared unconditional, Genus intends to
commence integrating the business of the Sygen Group with its existing
operations, which will involve, amongst other things:
• the implementation of a new combined organisational structure, to facilitate
effective management of the Enlarged Group;
• a review of the research and development work currently undertaken by the
Genus Group and the Sygen Group;
• a reduction in the regional and corporate operating costs of the combined
businesses; and
• a combination of the expertise and knowledge within the Sygen Group with that
of Genus to create a strong team to manage the future prospects of the Enlarged
Group.
The Genus Directors believe that the implementation of a new organisational
structure, combined with the further synergies to be achieved through the
combination of the two businesses will present opportunities for the Enlarged
Group to improve operating profit and provide a more robust and effective
research and development programme for the long term development of the Enlarged
Group.
The Genus Directors believe that Genus Shareholders will benefit from the
efficiencies within the Enlarged Group with estimated annualised pre-tax cost
savings of at least £6 million, which the Genus Directors believe will be
achievable in the second full year following completion of the acquisition of
Sygen. Of the £6 million, the Genus Directors believe £3 million to be
achievable in the first full year following completion of the acquisition of
Sygen, which is expected to be earnings enhancing in the first full year
following completion of the acquisition of Sygen (this statement should not be
interpreted to mean that earnings per share will necessarily be greater than
those for the relevant preceding financial period). Genus expects there to be
one-off cash costs of approximately £4 million (over two years) in achieving
these synergies.
7. Information on Genus
Genus is a world leading bovine genetics company. At the heart of Genus'
business lies a research and development programme with an annual cost of
approximately £8 million per year. Laboratory bio-science is used to target and
augment traditional mating and selection programmes, testing about 400 new bulls
each year. Genus applies biotechnology to the natural breeding of beef and
dairy cattle, creating genetic improvement without the use of genetic
modification and distributes frozen beef and dairy semen for both tropical and
temperate agricultures from its six studs located across four continents to
farmers in approximately 70 countries. The Genus Group sells through a network
of retail staff and exclusive agents and distributors. Farmers use the improved
genetics purchased to breed elite progeny and so add value by increasing the
output and robustness of their herds.
Through organic growth and by acquisition, Genus significantly expanded its
bovine breeding business. The acquisition of ABS Global Inc. in 1999 resulted
in the Genus Group achieving a step change in the size of its core genetics
division.
In addition to bovine genetics, Genus operates an animal health business ('
Animal Health') and an international consulting business. Animal Health markets
licensed veterinary pharmaceuticals and is a wholesale distributor of veterinary
products. Animal Health also offers a range of related business services to its
customer base. The Genus Group's international consulting business provides
programme management and consulting services to the UK Government, the European
Union ('EU') and overseas aid agencies. The majority of its projects for these
customers are based in developing countries.
Genus has received an approach, which may or may not lead to the sale of one of
its non-core wholesaling businesses. For the period ended 31 March 2005, this
business, which employs 125 staff, generated a turnover of approximately £66
million and operating profits of £0.4 million (before central costs). The
business utilises around £6.5 million of net assets, which in Genus' opinion, is
its approximate value.
For the year ended 31 March 2005, Genus reported an operating profit after
amortisation of goodwill of £9.6 million on turnover of £183.2 million. This
yielded a profit on ordinary activities before taxation of £8.8 million. Net
assets as at 31 March 2005 were £55.1 million.
Further information relating to Genus will be set out in the Admission Document.
8. Information on Sygen
Sygen is a world leader in applying quantitative genetics and biotechnology to
animal breeding. Sygen's technology, products and services enable pig and shrimp
producers and farmers to enhance meat quality and improve efficiency in the
production of meat animals. Sygen applies a combination of quantitative genetics
and biotechnology to animal breeding, which is applicable across several
livestock species, and is currently applied with respect to pigs and shrimps.
Sygen's products and services, which allow farmers and producers to create
higher quality and healthier non-GMO food products, add value throughout the
global meat supply chain of farmers, producers, processors, distributors,
retailers and consumers. Headquartered in Oxfordshire, UK, the Sygen Group
operates in 30 countries on six continents, with laboratories located in
Kentucky, USA, and Cambridge, UK.
For the year ended 30 June 2005, Sygen reported revenues of £134.4 million,
earnings before interest, depreciation and amortisation and exceptional items of
£15.4 million and an operating profit before exceptional items of £8.9 million.
Further financial information relating to Sygen will be set out in the Admission
Document.
9. Current trading and prospects of Sygen
For the current financial year, leading indicators for the pig industry in the
US point to favourable market conditions. PIC Asia's innovative business model
has been gaining momentum and the Sygen Board is confident that this region will
continue to offer growth prospects for Sygen. PIC Europe's business is expected
to benefit further from the restructuring measures taken in 2005. Against this
backdrop, and with continued benefits from biotechnology, the Sygen Board
anticipates some further progress in PIC overall. The operating loss at SyAqua
during the year ended 30 June 2005 was substantially due to external short term
factors which masked good underlying progress, and the Sygen Board expects a
profit from this business in the 2006 financial year.
10. Sygen Share Schemes
The Offer extends to any Sygen Shares which are unconditionally allotted or
issued whilst the Offer remains open for acceptance, or such earlier date as
Genus may, subject to the Code, determine, such earlier date not (without the
consent of the Panel) being earlier than the date on which the Offer becomes
unconditional as to acceptances, or if later, the first closing date of the
Offer, as a result of the exercise of options granted under the Sygen Share
Schemes or otherwise.
In the event that the Offer becomes or is declared unconditional in all
respects, Genus will write to participants in the Sygen Share Schemes to inform
them of the effect of the Offer and to make appropriate proposals to
participants in the Sygen Share Schemes, to the extent that options granted
under the Sygen Share Schemes have not been exercised.
11. Financing of the Offer
The Offer, together with the existing borrowing requirements of the Enlarged
Group, is being financed through £180 million of new bank facilities provided by
Barclays pursuant to the Facilities Agreement and through approximately £55
million (before expenses) raised under the Placing. The Placing has been fully
underwritten by Bridgewell and Panmure Gordon. Full acceptance of the Offer
would result in a total cash consideration of approximately £187 million being
payable to Sygen Shareholders. Bridgewell is satisfied that sufficient
financial resources are available to Genus to satisfy the maximum cash
consideration that would be payable on full acceptance of the Offer.
Further details of the Facilities Agreement and the Placing will be set out in
the Admission Document.
12. Sygen management and employees
Genus has confirmed that the existing employment rights, including pension
rights of the executive directors, management and employees of the Sygen Group
will be fully safeguarded.
13. Compulsory acquisition and cancellation of listing
If the Offer becomes or is declared unconditional in all respects, Genus intends
to procure the making of an application by Sygen as soon as it is appropriate to
do so to cancel the listing of Sygen Shares on the Official List and from
trading on the London Stock Exchange. It is anticipated that such cancellation
of listing and trading will take effect no earlier than 20 business days after
the Offer becomes or is declared unconditional in all respects. Such
cancellation would significantly reduce the liquidity and marketability of any
Sygen Shares not acquired by Genus pursuant to the Offer and their value may be
affected as a consequence.
If Genus receives acceptances under the Offer in respect of, and/or otherwise
acquires, 90 per cent. or more of the Sygen Shares to which the Offer relates,
Genus intends to exercise its rights pursuant to the provisions of sections 428
to 430F (inclusive) of the Companies Act to acquire compulsorily any remaining
Sygen Shares to which the Offer relates.
If the Offer becomes or is declared unconditional in all respects, Sygen will be
re-registered as a private company in due course.
Enquiries:
Genus 01256 347100
John Hawkins, Chairman
Richard Wood, Chief Executive Officer
David Timmins, Finance Director
Bridgewell (Financial Adviser and Nominated Adviser to Genus) 0207 003 3000
Greg Aldridge
Fred Ward
Panmure Gordon (Broker to Genus) 0207 459 3600
Edward Farmer
Mark Lander
Buchanan Communications (PR Adviser to Genus) 0207 466 5000
Charles Ryland
Suzanne Brocks
Sygen 01865 822 275
Brian Baldock, Chairman
Phillip David, Chief Executive
John Adams, Finance Director
CSFB (Exclusive Financial Adviser to Sygen) 0207 888 8888
Richard Probert
William Mansfield
JPMorgan Cazenove (Corporate Broker to Sygen) 0207 588 2828
David Clasen
Bronson Albery
WMC Communications (PR Adviser to Sygen) 0207 930 9030
David Wynne-Morgan
Alex Glover
Appendix III to this announcement contains definitions of certain terms used in
this announcement.
Bridgewell, which is authorised and regulated in the United Kingdom by the
Financial Services Authority for investment business activities, is acting as
financial adviser to Genus in connection with the Offer and other matters
referred to in this announcement and no one else and will not be responsible to
anyone other than Genus for providing the protections afforded to clients of
Bridgewell nor for providing advice in relation to the Offer, or the contents of
this announcement or any arrangement referred to herein.
Panmure Gordon, which is authorised and regulated in the United Kingdom by the
Financial Services Authority for investment business activities, is acting for
Genus and no one else and will not be responsible to anyone other than Genus for
providing the protections afforded to customers of Panmure Gordon nor for
providing advice in relation to the Offer, or this announcement or any
arrangement referred to herein.
CSFB, which is authorised and regulated in the United Kingdom by the Financial
Services Authority for investment business activities, is acting as financial
adviser to Sygen in connection with the Offer and no one else, and will not be
responsible to anyone other than Sygen for providing the protections afforded to
clients of CSFB nor for providing advice in relation to the Offer, or the
contents of this announcement or any arrangement referred to herein.
JPMorgan Cazenove, which is authorised and regulated in the United Kingdom by
the Financial Services Authority for investment business activities, is acting
as exclusive corporate broker to Sygen, and has also provided financial advice,
in connection with the Offer and no one else and will not be responsible to
anyone other than Sygen for providing the protections afforded to clients of
JPMorgan Cazenove nor for providing advice in relation to the Offer or the
contents of this announcement or any arrangement referred to herein.
The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom 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. Any
failure to comply with the restrictions may constitute a violation of the
securities laws of any such jurisdiction.
The Offer is not being made, directly or indirectly, in or into, or by use of
the mails of, or by any means or instrumentality (including, without limitation,
facsimile transmission, internet, email, telex or telephone) of interstate or
foreign commerce of, or any facility of a national state or other securities
exchange of, the Excluded Territories and subject to certain exceptions cannot
be accepted by any such use, means instrumentality or facility or from the
Excluded Territories.
Neither the Offer nor the Placing constitutes an offer of securities for sale,
or the solicitation of an offer to buy, securities in the United States and the
Placing Shares to be issued pursuant to the Placing have not been and will not
be registered under the United States Securities Act of 1933, or under the laws
of any state, district or other jurisdiction of the Excluded Territories and no
regulatory clearances in respect of Placing Shares have been or will be, applied
for in any jurisdiction. Accordingly, unless an exemption under the US
Securities Act of 1933 or other relevant securities laws is applicable, the
Placing Shares are not being, and may not be offered, sold, resold, delivered or
distributed, directly or indirectly, in or into any of the Excluded Territories
or to, or for the account or benefit of, any person resident in any of the
Excluded Territories.
This summary and the following announcement contain a number of forward-looking
statements relating to Genus and Sygen with respect to, among others, the
following: financial condition; results of operations; the business of the
Enlarged Group; future benefits; and management plans and objectives. Genus and
Sygen consider any statements that are not historical facts as 'forward-looking
statements'. They involve a number of risks and uncertainties that could cause
actual results to differ materially from those suggested by the forward-looking
statements. Important factors that could cause actual results to differ
materially from estimates or forecasts contained in the forward-looking
statements include, among others, the following possibilities: future revenues
are lower than expected; costs or difficulties relating to the integration of
the businesses of Genus and Sygen, or of other future acquisitions, are greater
than expected; expected cost savings from the transaction or from other future
acquisitions are not fully realised or realised within the expected time frame;
competitive pressures in the industry increase; general economic conditions or
conditions affecting the relevant industries, whether internationally or in the
places where Genus and Sygen conduct business are less favourable than expected,
and/or conditions in the securities market are less favourable than expected.
This announcement does not constitute an offer to sell or an invitation to
purchase any securities or the solicitation of an offer to purchase any
securities, pursuant to the Offer or otherwise. The Offer will be made solely by
the Offer Document and, in the case of Sygen Shares in certificated form, the
Form of Acceptance accompanying the Offer Document, which will contain the full
terms and conditions of the Offer, including details of how the Offer may be
accepted. Sygen Shareholders are advised to read the Offer Document and
accompanying Form of Acceptance when they are sent to them because they will
contain important information.
Under the provisions of Rule 8.3 of the City Code, any person who, alone or
acting together with any other person(s) pursuant to an agreement or
understanding (whether formal or informal) to acquire or control relevant
securities of Sygen, owns or controls, or becomes the owner or controller of,
directly or indirectly, one per cent. or more of any class of securities of
Sygen is required to disclose, by not later than 12.00 noon (London time) on the
London business day following the date of the relevant transaction, dealings in
such securities (or in any option in respect of, or derivative referenced to,
any such securities) during the period to the date on which the Offer becomes or
is declared unconditional as to acceptances or lapses or is otherwise withdrawn.
Under the provisions of Rule 8.1 of the City Code, all dealings in relevant
securities of Sygen by Genus or Sygen, or by any of their respective
'associates' (within the meaning of the City Code), must also be disclosed.
With effect from 7 November 2005, the definition of 'interest in securities' in
Rule 8 will in certain circumstances include contracts for differences (and
other cash settled derivatives) and will apply to any person who is interested
in 1% or more of any class of relevant securities of Sygen. The timing for
public disclosure of such interests will be extended to 3.30 p.m. (London time)
on the London business day following the date of the relevant transaction.
If you are in any doubt as to the application of Rule 8 to you, please contact
an independent financial adviser authorised under the Financial Services and
Markets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk or
contact the Panel on telephone number +44 20 7638 0129; fax +44 20 7236 7013.
APPENDIX I
CONDITIONS AND FURTHER TERMS OF THE OFFER
Conditions of the Offer
The Offer will be subject to the following conditions:
1 Acceptances
Valid acceptances being received (and not, where permitted, withdrawn) by no
later than 1.00 p.m. on the first closing date of the Offer (or, subject to the
Code, such later time(s) and/or dates(s) as Genus may, with the consent of the
Panel or in accordance with the Code, decide) in respect of not less than 90 per
cent. (or such lesser percentage as Genus may decide with the prior approval of
Bridgewell and Panmure Gordon (under the Placing Agreement) and Barclays (under
the Facilities Agreement)) of the Sygen Shares to which the Offer relates.
However, this condition will not be satisfied unless Genus and/or its wholly
owned subsidiaries have acquired or agreed to acquire Sygen Shares carrying, in
aggregate, over 50 per cent. of the voting rights then normally exercisable at
general meetings of Sygen including, for this purpose, to the extent (if any)
required by the Code, the voting rights attaching to any Sygen Shares which may
be unconditionally allotted or issued before the Offer becomes or is declared
unconditional as to acceptances. In this condition:
1.1 the expression 'Sygen Shares to which the Offer relates' shall be
construed in accordance with sections 428 to 430F (inclusive) of the Companies
Act;
1.2 Sygen Shares which have been unconditionally allotted but not
issued shall be deemed to carry the voting rights which they will carry when
they are issued; and
1.3 valid acceptances shall be treated as having been received in
respect of any Sygen Shares that Genus shall, pursuant to section 429(8) and, if
applicable, section 430E of the Companies Act, be treated as having acquired or
contracted to acquire by virtue of acceptances of the Offer.
2 Shareholder Approval and Admission of Placing Shares
2.1 The passing at an extraordinary general meeting of Genus (or any
adjournment thereof) of such resolutions as may be necessary to approve,
implement and effect the Offer and the acquisition of any Sygen Shares under the
Offer or otherwise; and
2.2 the admission of the Placing Shares and re-admission of the
Existing Genus Share Capital to trading on AIM becoming effective in accordance
with the AIM Rules.
3 Competition Issues
3.1 Without limitation to condition 4 below, the Office of Fair Trading
not having indicated that it has decided to refer the Offer or any part of the
Offer to the Competition Commission under section 33 of the Enterprise Act 2002
regardless of whether or not Genus has offered undertakings in lieu of such a
reference.
3.2 All filings having been made and all applicable waiting periods
under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976 and
the regulations under it having expired or been terminated as appropriate in
respect of the Offer and the proposed acquisition of Sygen by Genus.
4 Authorisations and Filings
4.1 All authorisations, orders, grants, recognitions, determinations,
certificates, confirmations, consents, licences, clearances, provisions and
approvals in any jurisdiction necessary for, or in respect of, the Offer, its
implementation or any acquisition of any shares in, or control of, Sygen or any
other member of the Wider Sygen Group by any member of the Wider Genus Group
having been obtained in terms and in a form satisfactory to Genus (acting
reasonably) and all such authorisations remaining in full force and effect and
there being no intimation of any intention to revoke or not renew the same.
4.2 All material authorisations necessary to carry on the business of
any member of the Wider Sygen Group which are material in the context of the
Sygen Group taken as a whole remaining in full force and effect and there being
no intimation of any intention to revoke or not to renew the same.
4.3 All notifications and filings which are necessary having been
made, all appropriate waiting and other time periods (including any extensions
of such waiting and other time periods) under any applicable legislation or
regulation of any relevant jurisdiction having expired, lapsed or been
terminated (as appropriate) and all statutory or regulatory obligations in any
relevant jurisdiction having been complied with in each case in connection with
the Offer or the acquisition or proposed acquisition of any shares in, or
control of, Sygen by Genus.
5 Regulatory Intervention
No relevant person having taken, instituted, implemented or threatened any legal
proceedings, or having required any action to be taken or otherwise having
enacted, made or proposed any statute, regulation, order or decision and there
not continuing to be outstanding any statute, regulation, order or decision that
would:
5.1 make the Offer, its implementation or the acquisition or proposed
acquisition of any shares in, or control or management of, the Wider Sygen Group
by Genus illegal, void or unenforceable; or
5.2 otherwise directly or indirectly prevent, prohibit or otherwise
materially restrict, restrain, delay or interfere in the implementation of or
impose additional conditions or obligations with respect to or otherwise
materially challenge or require material amendment of the Offer or the proposed
acquisition of Sygen by Genus or any acquisition of shares in Sygen by Genus; or
5.3 require, prevent or delay the divestiture by Genus of any shares
in Sygen; or
5.4 impose any limitation on the ability of any member of the Wider
Genus Group or any member of the Wider Sygen Group to acquire or hold or
exercise effectively, directly or indirectly, any rights of ownership of shares
or other securities or the equivalent in any member of the Wider Sygen Group or
management control over any member of the Sygen Group which would be material in
the context of the Offer; or
5.5 require, prevent or delay the disposal by Sygen, or require the
disposal or materially alter the terms of any proposed disposal by any member of
the Wider Sygen Group, of all or any material part of their respective
businesses, assets or properties or impose any limitation on the ability of any
of them to conduct their respective businesses or own their respective assets or
properties which would be material and adverse in the context of the Sygen Group
taken as a whole; or
5.6 require any member of the Wider Genus Group or of the Sygen Group
to offer to acquire any shares or other securities (or the equivalent) in any
member of the Wider Sygen Group owned by any third party (in each case, other
than in implementation of the Offer); or
5.7 limit the ability of any member of the Genus Group or Sygen to
conduct or integrate or co-ordinate its business, or any part of it, with all or
any material part of the businesses of any other member of the Genus Group or of
Sygen in a manner which would be material and adverse in the context of the
Genus Group taken as a whole; or
5.8 result in any member of the Wider Sygen Group ceasing to be able
to carry on business under any name under which it presently does so.
6 Consequences of the Offer
Save as publicly announced or disclosed by Sygen or as otherwise disclosed to
Genus in writing prior to the Announcement Date (and 'disclosed' for these
purposes means the provision by or on behalf of Sygen of sufficient information
to enable Genus and/or its advisers to make an informed assessment of the
subject matter of, risks involved with, and impact on the financial position of
the Wider Sygen Group of, such information) there being no provision of any
agreement, arrangement, licence, permit, franchise or other instrument to which
any member of the Wider Sygen Group is a party, or by or to which any such
member, or any part of its assets, may be bound, entitled or subject, which
would or might, in each case as a consequence of the Offer or of the acquisition
or proposed acquisition of all or any part of the issued share capital of, or
change of control or management of, Sygen or any other member of the Sygen Group
result in (to an extent which would be material and adverse in the context of
the Sygen Group taken as a whole):
6.1 any assets or interests of any member of the Wider Sygen Group
being or falling to be disposed of or charged in any way or ceasing to be
available to any member of the Wider Sygen Group or any rights arising under
which any such asset or interest could be required to be disposed of or charged
in any way or could cease to be available to any member of the Wider Sygen Group
otherwise than in the ordinary course of business; or
6.2 any monies borrowed by or other indebtedness (actual or
contingent) of, or any grant available to, any member of the Wider Sygen Group
being or becoming repayable or capable of being declared repayable immediately
or earlier than the repayment date stated in such agreement or the ability of
such member of the Wider Sygen Group to incur any such borrowing or indebtedness
becoming or being capable of becoming withdrawn, inhibited or prohibited; or
6.3 any such agreement, arrangement, licence, permit, franchise or
other instrument or the rights, liabilities, obligations or interests of any
such member thereunder being, or becoming capable of being, terminated or
adversely modified or affected or any onerous obligation arising or any adverse
action being taken thereunder; or
6.4 the interests or business of any member of the Wider Sygen Group
in or with any third party (or any arrangements relating to any such interests
or business) being terminated or adversely modified or affected; or
6.5 the financial or trading position or prospects or value of any
member of the Wider Sygen Group being materially prejudiced or adversely
affected; or
6.6 the creation of any mortgage, charge or other security interest
over the whole or any part of the business, property or assets of any member of
the Wider Sygen Group or any such security (whenever arising or having arisen)
becoming enforceable or being enforced; or
6.7 the creation of any actual or contingent liabilities by any member
of the Wider Sygen Group,
and no event having occurred which, under any provision of any
such agreement, arrangement, licence, permit, franchise or other instrument to
which any member of the Wider Sygen Group is a party, or by or to which any such
member, or any of its assets, may be bound, entitled or subject, could result in
any of the events or circumstances as are referred to in subparagraphs 6.1 to
6.7 above inclusive.
7 No corporate action taken since the Accounting Date
Save as publicly announced or disclosed by Sygen, or as
otherwise disclosed to Genus in writing prior to the Announcement Date (and '
disclosed' for these purposes means the provision by or on behalf of Sygen of
sufficient information to enable Genus and/or its advisers to make an informed
assessment of the subject matter of, risks involved with, and impact on the
financial position of the Wider Sygen Group of, such information) since the
Accounting Date, no member of the Wider Sygen Group having:
7.1 issued or agreed to issue, or authorised or proposed the issue or
grant of, additional shares of any class or securities convertible into or
exchangeable for, or rights, warrants or options to subscribe for or acquire,
any such shares or convertible securities (save (i) as between Sygen and any
other member of the Sygen Group (ii) for Sygen Shares issued pursuant to the
exercise of options granted under the Sygen Share Schemes or otherwise issued
pursuant to the Sygen Share Schemes (iii) for the grant of options under the
Sygen Share Schemes); or
7.2 redeemed, purchased, repaid or reduced or proposed the redemption,
purchase, repayment or reduction of any part of its share capital or other
securities or, save in respect of the matters mentioned in condition 7.1 above,
made or proposed the making of any other change to its share capital; or
7.3 other than to another member of the Sygen Group, recommended,
declared, paid or made or proposed to recommend, declare, pay or make any
dividend, bonus issue or other distribution whether payable in cash or
otherwise, save for the 0.8 pence Dividend; or
7.4 save for intra-Sygen Group transactions, made or authorised any
change in its loan capital; or
7.5 save for intra-Sygen Group transactions, merged or demerged with
or from, or acquired, any body corporate, partnership or business or authorised
or announced any intention to propose any such merger or demerger; or
7.6 save for intra-Sygen Group transactions, acquired or disposed of,
transferred, mortgaged or charged, or created or granted any security interest
over, any material assets (including shares and trade investments) or authorised
or announced any intention to propose any such acquisition, disposal, transfer,
mortgage, charge or creation or grant of any security interest, in each case,
other than in the ordinary course of business; or
7.7 save for intra-Sygen Group transactions issued or authorised or
proposed the issue of any debentures or incurred or increased any borrowings,
indebtedness in the nature of borrowings or become subject to any contingent
liability, in each case, other than in the ordinary course of business; or
7.8 entered into or varied, or authorised or proposed the entry into
or variation of, or announced its intention to enter into or vary, any
transaction, arrangement, contract or commitment (whether in respect of capital
expenditure or otherwise) which is of a long term, onerous or unusual nature or
magnitude or could involve an obligation of such nature or magnitude or which is
or could be restrictive to the existing business of any member of the Wider
Sygen Group or which is other than in the ordinary course of business and which
in any such case is material in the context of the Sygen Group taken as a whole;
or
7.9 entered into, implemented, effected, authorised or proposed or
announced its intention to enter into, implement, effect, authorise or propose
any reconstruction, amalgamation, scheme, commitment or other transaction or
arrangement otherwise than in the ordinary course of business and which in any
such case is material in the context of the Sygen Group taken as a whole; or
7.10 waived or compromised any claim otherwise than in the ordinary
course of business which is material in the context of the Sygen Group taken as
a whole; or
7.11 entered into or varied or made any offer (which remains open for
acceptance) to enter into or vary the terms of any contract with any of the
directors or senior executives of Sygen or any of the executives of the Sygen
Group who report directly to the board of directors of Sygen; or
7.12 taken or proposed any corporate action or had any legal proceedings
instituted or threatened against it or petition presented for its winding up
(voluntary or otherwise), dissolution or reorganisation or for the appointment
of a receiver, administrator, administrative receiver, trustee or similar
officer of all or any of its assets and revenues or for any analogous
proceedings or steps in any jurisdiction or for the appointment of any analogous
person in any jurisdiction and which in any such case is material in the context
of the Sygen Group taken as a whole; or
7.13 been unable, or admitted in writing that it is unable, to pay its
debts or has stopped or suspended (or threatened to stop or suspend) payment of
its debts generally or ceased or threatened to cease carrying on all or a
substantial part of its business; or
7.14 made any alteration to its memorandum or articles of association,
or other incorporation documents; or
7.15 proposed, agreed to provide or modified the terms of any share
option scheme, incentive scheme or other benefit relating to the employment or
termination of employment of any person employed by Sygen in a manner which is
material, save as agreed with Genus in writing; or
7.16 in relation to the pension schemes established for its directors
and/or other employees and/or their dependants, made or consented to any change
to:
(i)the terms of the trust deeds constituting such pension schemes or to the
benefits which accrue;
(ii) the pensions which are payable, under them;
(iii) the basis on which qualifications for or
accrual of or entitlement to such benefits or pensions are calculated or
determined;
(iv) the basis upon which the liabilities (including
pensions) of such pension schemes are funded or made; or
(v) or agreed or consented to any change to the
trustees of such pension schemes; or
7.17 entered into any agreement or passed any resolution or made any
offer (which remains open for acceptance) with respect to or proposed or
announced any intention to effect any of the transactions, matters or events
referred to in this condition 7 which is material in the context of the Sygen
Group taken as a whole.
8 Other events since the Accounting Date
Save as publicly announced or disclosed by Sygen or as otherwise disclosed to
Genus in writing prior to the Announcement Date (and 'disclosed' for these
purposes means the provision by or on behalf of Sygen of sufficient information
to enable Genus and/or its advisers to make an informed assessment of the
subject matter of, risks involved with, and impact on the financial position of
the Wider Sygen Group of, such information) in the period since the Accounting
Date:
8.1 no litigation or arbitration proceedings, prosecution,
investigation or other legal proceedings having been announced, instituted,
threatened or remaining outstanding by, against or in respect of, any member of
the Wider Sygen Group or to which any member of the Wider Sygen Group is or may
become a party (whether as claimant, defendant or otherwise) which is expected
adversely to affect the Sygen Group taken as a whole and is material in the
context of the Sygen Group taken as a whole; or
8.2 no material adverse change or deterioration having occurred in the
business or assets or financial or trading position or prospects, assets or
profits of any member of the Wider Sygen Group which is material in the context
of the Sygen Group taken as a whole; or
8.3 no enquiry or investigation by, or complaint or reference to, any
relevant person against or in respect of any member of the Wider Sygen Group
having been threatened, announced, implemented or instituted or remaining
outstanding by, against or in respect of, any member of the Wider Sygen Group
which is material in the context of and is expected to adversely affect the
Sygen Group taken as a whole; or
8.4 no contingent or other liability having arisen or become apparent
or increased which would be likely adversely to affect the Sygen Group taken as
a whole and is material in the context of the Sygen Group taken as a whole.
9 Environmental and other issues
Save as publicly announced or disclosed by Sygen or as otherwise disclosed to
Genus in writing prior to the Announcement Date (and 'disclosed' for these
purposes means the provision by or on behalf of Sygen of sufficient information
to enable Genus and/or its professional advisers to make an informed assessment
of the subject matter of, risks involved with, and impact on the financial
position of the Wider Sygen Group of, such information) Genus not having
discovered that:
Environmental
9.1 any past or present member of the Wider Sygen Group has not
complied in all material respects with all applicable legislation or regulations
or authorisations of any jurisdiction with regard to the use, handling, storage,
transport, production, supply, treatment, keeping, disposal, discharge,
spillage, leak or emission of any waste or hazardous substance or any substance
likely to damage or impair the environment or harm human health or otherwise
relating to environmental matters or the health and safety of any person or that
there has otherwise been any such use, handling, storage, transport, production,
supply, treatment, keeping, disposal, discharge, spillage, release, leak or
emission (whether or not the same constituted a non-compliance by any person
with any such legislation or regulations or authorisations and wherever the same
may have taken place), which, in any such case, would be likely to give rise to
any liability (whether actual or contingent) or cost on the part of any member
of the Wider Sygen Group and which is material in the context of the Wider Sygen
Group taken as a whole; or
9.2 there is, or is likely to be any liability (whether actual or
contingent) or cost on the part of any member of the Wider Sygen Group to make
good, repair, reinstate or clean up any relevant asset or any other property or
any controlled waters under any environmental legislation, regulation, notice,
circular, order or other lawful requirement of any relevant person or third
party or otherwise and which is material in the context of the Wider Sygen Group
taken as a whole; or
9.3 circumstances exist (whether as a result of the making of the
Offer or otherwise):
(i)which would be likely to lead to any relevant person instituting; or
(ii) whereby any past or present member of the
Wider Sygen Group would be likely to be required to institute
an environmental audit or take any steps which would in any such case be likely
to result in any actual or contingent liability to improve or modify existing
plant or install new plant, machinery or equipment or carry out any changes in
the processes carried out or make good, repair, reinstate or clean up any
relevant asset or any other property or any controlled waters which is expected
to adversely affect the Wider Sygen Group and which is material in the context
of the Wider Sygen Group taken as a whole; or
Information
9.4 the financial, business or other information publicly disclosed at
any time by any member of the Wider Sygen Group or disclosed in the context of
the Offer (and not subsequently superseded by subsequent disclosures), either
contained a material misrepresentation of fact or omitted to state a fact
necessary to make the information disclosed not misleading in a material
respect; or
Intellectual Property
9.5 any member of the Wider Sygen Group is not the sole (save for
co-ownership with any other members of the Wider Sygen Group) unencumbered legal
and beneficial owner of or does not have licensed to it (on terms that (i) are
not unusual or onerous; (ii) will not be adversely affected by the acquisition
by Genus of the Wider Sygen Group; (iii) do not require the making of any
payment which is likely to have a material adverse effect on the business of the
Wider Sygen Group; and (iv) are either perpetual and irrevocable, or termination
will not be likely to have a material adverse effect on the business of the
Wider Sygen Group) all intellectual property that is required or reasonably
necessary for the conduct of the business of the Wider Sygen Group in a manner
in all material respects similar to the manner in which it is currently
conducted; or
9.6 any member of the Wider Sygen Group has (in the 6 years prior to
the Announcement Date) infringed in any material respect, any intellectual
property of any third party, or is or has been alleged to have done so; or
9.7 there has been (in the 6 years prior to the Announcement Date)
material unauthorised use, infringement or misappropriation of any intellectual
property of any member of the Wider Sygen Group by any third party which would
be material and adverse in the context of the Wider Sygen Group taken as a
whole; or
9.8 any third party has a licence (whether express or implied, written
or unwritten) to use any material intellectual property of any member of the
Wider Sygen Group, and that any third party is entitled as a result of
acquiescence on the part of any member of the Wider Sygen Group to use any
material intellectual property (in each case where this would be likely to have
a material adverse effect on the business of the Wider Sygen Group) of any
member of the Wider Sygen Group; or
9.9 (in the 6 years prior to the Announcement Date) any third party
has alleged or suggested that any registered intellectual property, or any
material unregistered intellectual property, of the Wider Sygen Group is or
might be invalid or subject to revocation, or is not or might not be owned by
the Wider Sygen Group,
and for the purpose of this condition 9, 'intellectual property' means copyright
and rights in the nature of copyright, database rights, design rights,
inventions, patents, trade marks, domain names, applications for any of the
above, confidential information or any other intellectual or industrial property
rights, whether or not registered or capable of registration and whether
subsisting in the United Kingdom or any other part of the world; and 'registered
intellectual property' means intellectual property which has been registered or
in respect of which registration has been applied for.
Certain Further Terms of the Offer
The conditions are inserted for the benefit of Genus and no Sygen Shareholder
shall be entitled to waive any of the conditions without the prior consent of
Genus.
Subject to the requirements of the Panel, Genus reserves the right to waive all
or any of conditions 2 to 9 (inclusive) in whole or in part.
Each of conditions 1 to 9 shall be regarded as a separate condition and shall
not be limited by reference to any other condition.
The Offer will lapse if the proposed acquisition of Sygen by Genus is referred
to the Competition Commission before 1.00 p.m. (London time) on the first
closing date or the time and date on which the Offer becomes or is declared
unconditional as to acceptances (whichever is the later).
If the Offer lapses, it will cease to be capable of further acceptance and
persons accepting the Offer and Genus shall thereupon cease to be bound by
acceptances submitted before the time the Offer lapses.
The Offer will lapse unless all of the conditions relating to the Offer have
been fulfilled or (if capable of waiver) waived by, or, where appropriate, have
been determined by Genus to be, and remain satisfied by, midnight on the twenty
first day after the later of:
(i)the first closing date; or
(ii) the date on which the Offer becomes
unconditional as to acceptances
or such later date as Genus may, with the consent of the Panel, decide. Genus
shall be under no obligation to waive (if capable of waiver) or treat as
satisfied any condition by a date earlier than the latest date specified above
for its satisfaction even though the other conditions of the Offer may, at such
earlier date, have been waived or fulfilled and there are, at such earlier date,
no circumstances indicating that any such conditions may not be capable of
fulfilment.
If Genus is required by the Panel to make an offer for Sygen Shares under Rule 9
of the Code, Genus may make such alterations to the conditions of the Offer set
out above, including condition 1, as are necessary to comply with that Rule.
Sygen Shares will be acquired by Genus with full title guarantee and fully paid
up, free from all liens, equities, charges, equitable interests, encumbrances,
rights of pre-emption and any other third party right and/or interests of any
nature whatsoever and together with all rights attaching to them, now or in the
future, including the right to receive and retain all dividends, interest and
other distributions declared, paid or made after the date of the Offer Document
save for the right to receive the 0.8 pence Dividend.
The Offer will not be made, directly or indirectly, in, into or by use of the
mails of, or by any means or instrumentality (including, without limitation,
telephonically or electronically) of interstate or foreign commerce of, or any
facilities of a national securities exchange of, the Excluded Territories or any
other jurisdiction if to do so would constitute a violation of the relevant laws
of such jurisdiction. The Offer does not constitute an offer in the Excluded
Territories or any such other jurisdiction and the Offer should not be accepted
by any such use, means, instrumentality or facilities or otherwise from or
within the Excluded Territories or any such other jurisdiction. Accordingly,
copies of this announcement and the Offer Document are not being and must not be
mailed, transmitted or otherwise distributed in whole or in part, in, into or
from the Excluded Territories or any such other jurisdiction and persons
receiving this announcement (including, without limitation, custodians, nominees
and trustees) must not mail or otherwise forward, distribute or send it in, into
or from the Excluded Territories or any such other jurisdiction. Doing so may
render invalid any purported acceptance of the Offer.
The Offer will be governed by English Law and the Code.
APPENDIX II
SOURCES AND BASES OF INFORMATION
1. General
Unless otherwise stated, the financial information relating
to Sygen has been extracted from the audited consolidated financial statements
of Sygen for the year ended 30 June 2005. Unless otherwise stated, the
financial information relating to Genus has been extracted from the audited
consolidated financial statements of Genus for the financial period ended 31
March 2005.
2. Value of the Acquisition
The value placed by the Offer on the Existing Sygen Share Capital is based on
295,280,580 Sygen Shares in issue on 27 October 2005 (the last Business Day
prior to the date of this announcement).
3. Share prices
The closing price of a Sygen Share on 11 October 2005 is taken from the Daily
Official List of the London Stock Exchange. The average closing price during the
twelve months up to and including 11 October 2005 is calculated by using the
closing prices during that period, which are derived from Datastream. The
average closing price is rounded to the nearest 0.01 pence.
4. Net Cash Position
The reported net cash position of Sygen as at 30 June 2005 was £25.2 million.
Based upon the number of Sygen Shares in issue on 11 October 2005, the value of
the net cash position of Sygen on a per share basis as at 30 June 2005 is 8.53
pence. The Offer Price, when aggregated with the 0.8 pence Dividend and the
closing price of 46.75 pence per Sygen Share as at 11 October 2005, each as
adjusted on a per share basis for the exclusion of the net cash position, are
55.47 pence and 38.22 pence respectively, implying a premium of 45.1 per cent.
APPENDIX III
DEFINITIONS
'0.8 pence Dividend' the proposed net final dividend in respect of the year ended 30
June 2005 of 0.8 pence per Sygen Share which the Sygen Board has
recommended and which (subject to the passing of the Final
Dividend Resolution) should be paid on 25 November 2005 to Sygen
Shareholders on the register on 28 October 2005
'Accounting Date' 30 June 2005
'Acquisition' the proposed purchase by Genus of the entire issued and to be
issued share capital of Sygen pursuant to the terms of the Offer
'Admission Document' the admission document of Genus being issued on the date of the
Offer Document in relation to, inter alia, the Placing and
Admission
'Admission' the admission and re-admission of the Enlarged Share Capital to
trading on AIM as described in the Admission Document
'AIM Rules' the rules of AIM published by the London Stock Exchange from time
to time
'AIM' the AIM market of the London Stock Exchange
'Announcement Date' 28 October 2005
'Barclays' Barclays Bank PLC
'Bridgewell' Bridgewell Securities Limited
'certificated' or in 'certificated a share or other security, title to which is recorded in the
form' relevant register of the share or other security as being held in
certificated form (that is, not in CREST)
'closing price' the middle market price of a Sygen Share at the close of business
on the day to which such price relates as derived from the Daily
Official List of the London Stock Exchange
'Code' or 'City Code' the City Code on Takeover and Mergers
'the Companies Act' or 'the Act' the Companies Act 1985, as amended
'Conditions' the conditions contained in Appendix I to this announcement
'CREST Regulations' the Uncertificated Securities Regulations 2001 (SI 2001/3755) (as
amended)
'CREST' the Relevant System (as defined in the CREST Regulations) in
respect of which CRESTCo Limited is the Operator (as defined in
the CREST Regulations)
'CRESTCo' CRESTCo Limited
'CSFB' Credit Suisse First Boston (Europe) Limited
'Enlarged Group' Genus, its subsidiaries and subsidiary undertakings following the
Acquisition
'Enlarged Share Capital' the issued ordinary share capital of Genus immediately following
Admission
'Excluded Territories' the United States, Canada, Australia, the Republic of South
Africa, the Republic of Ireland and Japan
'Existing Genus Share Capital' the issued ordinary share capital of Genus at the date of this
announcement
'Existing and to be Issued Sygen Share the issued ordinary share capital of Sygen at the date of this
Capital' announcement and all Sygen Shares unconditionally allotted or
issued whilst the Offer remains open for acceptance as a result of
the exercise of the options granted under the Sygen Share Schemes
or otherwise
'Existing Sygen Share Capital' the issued ordinary share capital of Sygen at the date of this
announcement
'Facilities Agreement' the term debt and working capital facilities agreements dated 26
October 2005 and made between, inter alia, Genus and Barclays
'Final Dividend Resolution' the resolution to be proposed at the Sygen AGM to approve the
payment of the 0.8 pence Dividend
'first closing date' the date falling 21 days after the date on which the Offer
Document is posted
'Form of Acceptance' the form of acceptance and authority relating to the Offer which,
in the case of Sygen Shares held in certificated form, will
accompany the Offer Document
'Genus' Genus plc
'Genus Board' or 'Genus Directors' the directors of Genus for the time being
'Genus Group' Genus, its subsidiaries and subsidiary undertakings at the date of
the Offer Document
'Genus Shareholders' holders of Genus Shares at the date of the Offer Document
'Genus Shares' ordinary shares of 10 pence each in Genus
'JPMorgan Cazenove' JPMorgan Cazenove Limited
'legal proceedings' actions, suits, proceedings, investigations, references or
enquiries
'London Stock Exchange' London Stock Exchange plc
'Offer Document' the document to be sent to Sygen Shareholders containing the Offer
and its terms and conditions
'Offer Price' 63.2 pence per Sygen Share
'Offer' the recommended offer to be made by Bridgewell on behalf of Genus
to acquire all of the issued and to be issued Sygen Shares on the
terms and subject to the conditions set out in the Offer Document
and the Form of Acceptance and, where the context so requires, any
subsequent revision, variation, extension or renewal thereof
'Official List' the official list of the UK Listing Authority
'Panel' the Panel on Takeovers and Mergers
'Panmure Gordon' Panmure Gordon (Broking) Limited
'PIC Asia' the Sygen Group's pig breeding division based in Asia
'PIC Europe' the Sygen Group's pig breeding division based in Europe
'Placing' the conditional placing by Panmure Gordon of the Placing Shares at
the Placing Price in accordance with an agreement between Genus,
Bridgewell and Panmure Gordon
'Placing Price' 325 pence per Placing Share
'Placing Shares' 16,923,080 new Genus Shares to be issued pursuant to the Placing
'Regulatory Information Service' or ' as defined in the AIM Rules
RIS'
'relevant asset' land, property or other asset now or previously owned, occupied or
made use of by any past or present member of the Wider Sygen Group
'relevant persons' Governments, governmental, quasi-governmental, supranational,
statutory, investigative, regulatory or administrative bodies or
trade agencies, associations, institutions or courts, or
professional or environmental bodies, or any other persons or
bodies whatsoever in any jurisdiction
'Sygen' Sygen International plc whose registered company number is 3215874
and whose registered office is at 2 Kingston Business Park,
Kingston Bagpuize, Oxfordshire OX13 5FE
'Sygen AGM' the annual general meeting of Sygen to be held on 2 November 2005
or any adjournment thereof
'Sygen Board' or 'Sygen Directors' the directors of Sygen for the time being
'Sygen Group' Sygen, its subsidiaries and subsidiary undertakings at the date of
the Offer Document
'Sygen Option Holders' holders of options to subscribe for Sygen Shares under the Sygen
Share Schemes
'Sygen Share Schemes' the Sygen Share Option Plan (as amended), the Dalgety Senior
Executive Share Option Scheme (as amended) and the Dalgety Senior
Executive Share Option Scheme No. 2 (as amended)
'Sygen Shareholders' holders of Sygen Shares
'Sygen Shares' the existing unconditionally allotted or issued and fully paid
ordinary shares of 10 pence each of Sygen and any further such
shares which are unconditionally allotted or issued fully paid, or
credited as fully paid, while the Offer remains open for
acceptance (or before such earlier date as Genus may, subject to
the Code, decide not being earlier than (a) the date on which the
Offer becomes or is declared unconditional as to acceptances or
(b), if later, the first closing date of the Offer)
'substantial interest' a direct or indirect interest in 20 per cent. or more of the
equity capital of an undertaking
'SyAqua' the Sygen Group's shrimp breeding division
'third party' person, firm, company or body
'UK Listing Authority' the Financial Services Authority acting in its capacity as the
competent authority for the purposes of part VI of the Financial
Services and Markets Act 2000
'uncertificated' or 'in uncertificated in relation to a share or other security, a share or other
form' security, title to which is recorded on the relevant register of
Sygen as being held in uncertificated form in CREST and which, by
virtue of the CREST Regulations, may be transferred by means of
CREST
'United States' or 'US' the United States of America, its territories and possessions, any
state of the United States and the District of Columbia and all
other areas subject to its jurisdiction
'US Person' a US person as defined in Regulation S under the US Securities Act
'US Securities Act' the US Securities Act of 1933, as amended, and the rules and
regulations as promulgated there under
'Wider Genus Group' Genus and its subsidiaries, subsidiary undertakings, associated
undertakings and any other undertakings in which Genus and/or such
subsidiaries or undertakings (aggregating their interests) have a
substantial interest
'Wider Sygen Group' Sygen and its subsidiaries, subsidiary undertakings, associated
undertakings and any other undertakings in which Sygen and/or such
subsidiaries or undertakings (aggregating their interests) have a
substantial interest
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