Capio Announces Acquisition of Unilabs
Gothenburg, Sweden/Geneva, Switzerland, (ots)
- Transaction creates a leading laboratory services group in
Europe operating under the name "Unilabs"
- Binding purchase agreement signed with Unilabs' majority
shareholders to acquire 50.08% of the Unilabs voting rights and
38.10% of the capital
- Intention to launch public tender offer at CHF 57.50 per Unilabs
bearer Unanimous support of transaction by Unilabs Board of
DirectorsCapio announced today that it has entered into a binding agreement signed with the majority shareholders of Unilabs, among them Edgard Zwirn, Executive Chairman of Unilabs, to purchase their entire stake of registered and bearer shares and options of the company for a total consideration of CHF 282 million. This represents a purchase price of CHF 35.75 per registered share and CHF 71.50 per bearer share. The combination of Unilabs and Capio Diagnostics will create a strong and compelling laboratory services group in Europe. Capio intends to use the Unilabs name for the combined entity and to establish the headquarters for the combined diagnostics business in Geneva.
Subject to merger control clearance, Capio will hold 50.08% of the Unilabs voting rights and 38.1% of the capital. Following the closing of the agreement with the majority shareholders, Capio intends to make a public tender offer under Swiss law to the public shareholders for CHF 57.50 per bearer share and CHF 28.75 per registered share. The offer price represents a 30.3% premium to the volume weighted average share price of the 60 days prior to the announcement or a 27.3% premium to the 30 days before the announcement. Financing for the transaction is in place. Full details of the offer will be disclosed in the offer document. The offer is expected to close in late 2007. The Board of Directors unanimously supports and endorses the transaction including the offer to be made to the public shareholders.
Edgard Zwirn said: "Having founded Unilabs in 1987 and developed the company over the last 20 years, the combination with Capio Diagnostics enables Unilabs to expand its current footprint to Scandinavia and to the UK. In addition it provides access to capital to fund further European expansion and to profit from upcoming consolidation opportunities. The attractive offer enables all shareholders to profit from future growth of our company. That is why the Board of Directors unanimously supports the transaction and will support the combined company in the future."
"This acquisition transforms Capio's Diagnostics business and the combined group will become a strong force in the European laboratory services market that will be able to play an active role in the expected further consolidation of the industry," said Paul Hokfelt, President and CEO of Capio. "The companies are a perfect fit with over 100 laboratories and testing facilities across Europe. Together with Unilabs management and employees, we will create a leading laboratory service company with a pan-European strategy, with excellent market synergies and good consolidation opportunities. We intend to use the Unilabs name for the combined entity and to establish the headquarters for the combined diagnostics business in Geneva."
The combined group
Capio's Diagnostics division will be combined with Unilabs's existing operations. The combination of two successful operating models of running laboratories will result in the most effective and quality-driven supplier in Europe. The headquarters of this business will be in Geneva, Switzerland. Based on their latest published full year financials, the combined group would have pro-forma sales in excess of CHF 510 million and about 2,800 employees.
Press and Analyst conference today 9.30 AM at SWX Convention Point Zurich
A Conference for the Press and Financial Analysts will be held today 9.30 AM at SWX Convention Point, Selnaustrasse 30, in Zurich. Paul Hokfelt, President and CEO of Capio AB, and Edgard Zwirn, Executive Chairman of Unilabs, will attend and comment the combination of the companies. No registration needed.
Meeting with the Press in Geneva today 2.30 PM, Mandarin Oriental Hotel du Rhone, Geneva Paul Hokfelt, President and CEO of Capio AB, and Edgard Zwirn, Executive Chairman of Unilabs, will attend. No registration needed.
NOT FOR DISTRIBUTION IN THE U.S.
Kontakt:
Paul Hökfelt
E-Mail phokfelt@capio.com
+41 22 319 19 20
Edgard Zwirn
E-Mail ezwirn@unilabs.ch
+ 41 22 909 77 13
Coordination:
Andreas Thommen
Hirzel.Neef.Schmid.Konsulenten
E-Mail andreas.thommen@konsulenten.ch
Office 0041 43 344 42 42, Mobile +41 76 323 60 64
Disclaimer
This document does not constitute an offer to sell or to purchase
securities, nor a solicitation of an offer to sell or to purchase
securities, whether in the context of the public tender offer in
Switzerland by Goldcup J 2653 AB, Sweden (in the process of changing
its company name to Capio Unilabs AB) (hereinafter Capio Unilabs) on
the shares or option rights of Unilabs SA (hereinafter Unilabs) or in
any jurisdiction where such offer, solicitation, sale or the
acceptance of such offer may be unlawful. It does also not constitute
a recommendation to sell or buy shares in Capio Unilabs or Unilabs.
The public tender offer to the public shareholders of Unilabs and to
the holders of option rights (the Offer), will not be made in any
jurisdiction where it is contrary to applicable law or where
applicable law requires Capio Unilabs to modify the Offer, to submit
an additional application to any authorities or other institutions,
or to undertake any additional action in connection with this Offer.
It is not intended to extend the Offer to any such jurisdictions.
Documents related to the Offer may neither be distributed in such
jurisdictions nor be sent into such jurisdictions. Persons in such
jurisdictions may not use such documents to solicit purchases of
securities of Unilabs.
U.S. Restrictions
The Offer will not be made, directly or indirectly, in or into the
United States of America (the U.S.) or by use of the U.S. mails, or
by any means or instrumentality (including, without limitation, post,
facsimile transmission, telex, telePaul Hokfeltone or electronic
transmission by way of the internet or otherwise) of U.S. interstate
or foreign commerce or of any facility of a U.S. national securities
exchange and the Offer cannot be accepted by any such use, means or
instrumentality or from within the U.S. Capio Unilabs will not be
soliciting the tender of securities of Unilabs by any holder of such
securities in the U.S. Unilabs securities will not be accepted from
holders of such securities in the U.S. Any purported acceptance of
the Offer that Capio Unilabs or its agents believe has been made in
or from the U.S. will be invalidated. Capio Unilabs reserves the
absolute right to reject any and all acceptances determined by them
not to be in the proper form or the acceptance of which may be
unlawful. Copies of the pre-announcement and offer prospectus or any
related offering documents must not be mailed or otherwise
distributed or sent in or into the U.S. and may not be used for the
purpose of soliciting the purchase of any securities of Unilabs from
anyone in any jurisdiction, including the U.S., in which such
solicitation is not authorized or from any person to whom it is
unlawful to make such solicitation. Any person receiving the
pre-announcement and|or offer prospectus (including custodians,
nominees and trustees) must observe these restrictions.