Market Announcement

Market Announcement

Life Pharmacy takeover offer for Pharmacybrands shares goes unconditional
Buy back of 8,045,958 partly paid ordinary shares and bonus issue of 523,382 fully paid ordinary shares now completed.

Life Pharmacy Limited (NZX: LPL) today announced that its takeover offer for 100 percent of the share capital of Pharmacybrands Limited (PBL) has gone unconditional.

The takeover offer was approved by LPL shareholders at LPL’s Annual Meeting last week. PBL’s major shareholder, Cape Healthcare Limited (which holds 66.11 percent of the shares in that company and represents the interests of Peter Merton and the Zuellig family) has accepted the offer from LPL, thereby meeting the required shareholder acceptance threshold of 50 percent of shares. As all other conditions have also been satisfied or waived, the takeover offer is now unconditional.

As part of the transaction Life Pharmacy has also bought back 8,045,958 partly paid shares (representing approximately 98 percent of eligible shares) from those shareholders who accepted the buyback offer. All those shares have now been cancelled.

LPL has also completed its Taxable Bonus Issue, whereby 523,382 fully paid ordinary shares in LPL were issued to existing shareholders.
Following the completion of all transactions the major shareholders of LPL will be LPL Trustee Limited (representing interests of Andrew Bagnall) and Cape Healthcare Limited, each of whom are expected to hold approximately 26.7 percent of the combined company.

LPL Chairman, Mark Vuksich, commented: “The merger between Life Pharmacy and Pharmacybrands represents a major transformation point for our business and our industry. It will put the combined organisation into a position of strength and provide a platform for future growth and profitability in a sector where pharmacy groups have typically struggled in the past because of a lack of scale.”
Following the completion of the proposed merger, the new Board will consist of Andrew Bagnall, John Bolland, Andrew Davidson, Peter Merton, Bill Meaney, Ian Sharpe and Mark Vuksich. Neil Webber resigned from the LPL Board at the Annual Meeting after five years service.

Mr Vuksich said, “The LPL Board welcomes the appointment of Peter, Bill and Ian and we look forward to working together to create a combined organisation that is a market leader in our industry.”

“The merger represents a real opportunity to establish an organisation of sufficient scale, strength and capability to play a major role in reshaping the pharmacy sector in New Zealand,” he added. “Both companies have different strengths and combined we will have a strong platform to deliver superior services to our franchisees and customers.”

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