SAN DIEGO, March 16 /PRNewswire-FirstCall/ -- Gen-Probe Incorporated
(Nasdaq: GPRO) announced that shareholders of Tepnel Life Sciences, PLC (AIM:
TED) approved the acquisition of Tepnel by Gen-Probe by the requisite
majorities at Court and General Meetings held in London earlier today.
More than 99% of Tepnel shareholders voted in favor of the acquisition,
which was first announced on January 30, 2009 and is structured as a "scheme
of arrangement" under English law. The transaction is expected to close on or
around April 8, pending additional court proceedings.
Additional information about today's meetings can be found on the investor
relations section of Tepnel's website at:
http://www.tepnel.com/.
Discussion of Dealing Disclosure Requirements Under UK Law
Under the provisions of Rule 8.3 of the UK Takeover Code (the "Code"), if
any person is, or becomes, "interested" (directly or indirectly) in 1% or more
of any class of "relevant securities" of Tepnel, all "dealings" in any
"relevant securities" of that company (including by means of an option in
respect of, or a derivative referenced to, any such "relevant securities")
must be publicly disclosed by no later than 3:30 pm (London time) on the
London business day following the date of the relevant transaction. This
requirement will continue until the date on which the offer becomes, or is
declared, unconditional as to acceptances, lapses or is otherwise withdrawn or
on which the "offer period" otherwise ends. If two or more persons act
together pursuant to an agreement or understanding, whether formal or
informal, to acquire an "interest" in "relevant securities" of Tepnel, they
will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of Tepnel by the offeror or Tepnel, or by any of their respective
"associates", must be disclosed by no later than 12:00 noon (London time) on
the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities
in issue, can be found on the Takeover Panel's website at
http:\\www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long
economic exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest"
by virtue of the ownership or control of securities, or by virtue of any
option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found
on the Takeover Panel's website. If you are in any doubt as to whether or not
you are required to disclose a "dealing" under Rule 8, please contact an
independent financial adviser authorized under the Financial Services and
Markets Act 2000, consult the Takeover Panel's website at
http:\\www.thetakeoverpanel.org.uk, or contact the Takeover Panel at +44 (0)
20 7638 0129; fax +44 (0) 20 7236 7013.
About Tepnel
Tepnel Life Sciences is a UK-based international life sciences products
and services group with two divisions, molecular diagnostics and research
products and services. The company has laboratories, manufacturing and
operations in the United States, UK, France and Belgium with over 200
employees.
About Gen-Probe
Gen-Probe Incorporated is a global leader in the development, manufacture
and marketing of rapid, accurate and cost-effective nucleic acid tests (NATs)
that are used primarily to diagnose human diseases and screen donated human
blood. Gen-Probe has more than 25 years of NAT expertise, and received the
2004 National Medal of Technology, America's highest honor for technological
innovation, for developing NAT assays for blood screening. Gen-Probe is
headquartered in San Diego and employs approximately 1,000 people. For more
information, go to www.gen-probe.com.
Caution Regarding Forward-Looking Statements
Any statements in this press release relating to Gen-Probe's acquisition
of Tepnel and its expectations, beliefs, plans, objectives, assumptions or
future events or performance are not historical facts and are forward-looking
statements. These statements are often, but not always, made through the use
of words or phrases such as believe, will, expect, anticipate, estimate,
intend, plan and would. For example, statements concerning the closing of the
transaction are forward-looking statements. Forward-looking statements are
not guarantees of performance. They involve known and unknown risks,
uncertainties and assumptions that may cause actual results, levels of
activity, performance or achievements to differ materially from those
expressed or implied. Some of these risks, uncertainties and assumptions
include but are not limited to: (i) the risks that the closing conditions of
the acquisition may not be satisfied, that closing will not occur, or that the
closing conditions may take longer to satisfy than anticipated, (ii) the risk
that Gen-Probe will not successfully integrate Tepnel or achieve expected
strategic or financial benefits, and (iii) facts relating to Tepnel that may
affect timing, or strategic and other benefits of the proposed acquisition,
are unknown to Gen-Probe. The foregoing list sets forth some, but not all, of
the factors that could affect the companies' ability to achieve results
described in any forward-looking statements. For additional information about
risks and uncertainties Gen-Probe faces and a discussion of its financial
statements and footnotes, see documents filed with the SEC, including the most
recent annual report on Form 10-K and all subsequent periodic reports.
Gen-Probe assumes no obligation and expressly disclaims any duty to update
forward-looking statements to reflect events or circumstances after the date
of this news release or to reflect the occurrence of subsequent events.
CONTACT:
Michael Watts
Vice president, investor relations and
corporate communications
858-410-8673
SOURCE Gen-Probe Incorporated
03/16/2009
CONTACT: Michael Watts, Vice president, investor relations and corporate
communications of Gen-Probe Incorporated, +1-858-410-8673
Web Site: http://www.gen-probe.com/
(GPRO)
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