Notice of takeover offer for Pharmacybrands

Life Pharmacy files notice of takeover offer for 100% of the shares in Pharmacybrands at $9.20 per share

Life Investments Limited (a new wholly owned subsidiary of Life Pharmacy Limited) today lodged a takeover notice with Pharmacybrands confirming its intention to make a full takeover offer for all of the shares in Pharmacybrands Limited at $9.20 per share.

Life Investments Limited will be sending to each Pharmacybrands shareholder a formal offer document on or prior to 4 May 2007. The offer document cannot be sent to Pharmacybrands shareholders now because of the rules of the Takeovers Code.

“We remain strongly of the view that bringing the Life and Pharmacybrands businesses together will be highly beneficial for stakeholders of each company. We have worked as quickly as we can to raise our funding to make a takeover offer. We would have preferred to offer shares in Life to Pharmacybrands shareholders, but this was impossible in the timeframe. We have completed funding raising and are now in a position to make a full takeover offer for all of the shares in Pharmacybrands at $9.20 per share.” said Liz Coutts, Chairman of Life Pharmacy and director of Life Investments Limited.

“Should Life’s takeover offer be accepted Life Pharmacy would like shareholders and pharmacists of both LPL and PBL to hold shares in the combined business,” says Ms Coutts “and we intend to address this once the acquisition is completed. Life Pharmacy would like all Pharmacybrands shareholders to own Life shares, and would also like PBL licensees who participate in Life Pharmacy’s proposed central purchasing program to be able to enjoy the benefits that are expected to be generated from that initiative, including through a shareholding in the combined business.”

Life Investments directors confirmed that the offer is conditional on acceptance of 75% of Pharmacybrands shareholders. Life Investments offer will not be made if Pharmacybrands shareholders approve the acquisition of 676,285 shares in Pharmacybrands by Pharmacy Retailing (NZ) Limited at its special meeting on Friday 20 April 2007 at 10:30 a.m.

Life Investments Limited has secured loan funding for the offer from the ETF Trust which represents interests associated with Andrew Bagnall. Under the terms of that funding Life Pharmacy Limited has agreed (subject to shareholder approval) to the ETF Trust (or its nominee) being issued with shares representing 40% of the fully diluted capital of Life Pharmacy plus a 2 year option to subscribe for shares which when taken together with the 40% represents 50.01% of Life Pharmacy. If approved the shares representing 40% of Life Pharmacy will be paid for by capitalising all of the existing loan from the ETF Trust with cash consideration to be paid by the ETF Trust for the difference. In the event that Life Pharmacy does not obtain the necessary shareholder approvals then the interests in any Pharmacybrands shares acquired by Life Investments will revert to ETF.

ENDS

About Life Pharmacy
Life Pharmacy Limited owns the Life Pharmacy brand and holds a 49 percent shareholding in 17 pharmacy companies, representing 16 of the 21 Life Pharmacy stores operating throughout New Zealand. Stores are located in Auckland, Hamilton, Bay of Plenty, Wellington and Christchurch.

About PharmacyBrands
PharmacyBrands is a public unlisted company which was formed in 2003 from the merger of Amcal Chemists, Unichem and Dispensary First. It is New Zealand’s largest pharmacy group with over 210 stores across the country operated by licensees or franchisees.

© Scoop Media