The Board of Alliance Boots plc ("Alliance Boots" or the "Company") notes the announcement made earlier today by AB Acquisitions Limited ("AB Acquisitions"), a company controlled by certain funds advised by Kohlberg Kravis Roberts & Co. L.P. and by Stefano Pessina, of an increase in the cash price of its recommended acquisition of Alliance Boots to 1,139 pence in cash per Alliance Boots share ("Revised Offer").
The Board of Alliance Boots considers the Revised Offer by AB Acquisitions to be fair and reasonable, and intends to recommend that Alliance Boots shareholders vote in favour of the transaction at the shareholder meetings (or, in the event that the transaction is implemented by way of a takeover offer, to accept or procure acceptance of such offer) as nine members of the Board of Alliance Boots have irrevocably undertaken to do so in respect of their own aggregate beneficial holdings of 223,550 Alliance Boots shares, representing (as at the date of this announcement), approximately 0.023 per cent. of the existing issued ordinary share capital of Alliance Boots.
The formal documentation regarding the recommended acquisition is expected to be posted to Alliance Boots shareholders as soon as practicable and is expected to be completed by July 2007.
For further enquiries, contact:
Alliance Boots plc
Gerald Gradwell/Chris Laud (Investor Relations)
Tel: +44 (0) 20 7138 1118
Donal McCabe (Media)
Tel: +44 (0) 20 7138 1164
Goldman Sachs International
Tel: +44 (0) 20 7774 1000
Greenhill & Co. International LLP
Tel: +44 (0) 20 7198 7400
Tel: +44 (0) 20 7251 3801
Goldman Sachs International, which is authorised and regulated in the United Kingdom by The Financial Services Authority, is acting for Alliance Boots in relation to the matters described in this announcement and is not advising any other person and accordingly will not be responsible to any person other than Alliance Boots for providing the protections afforded to the customers of Goldman Sachs International or for providing advice in relation to the matters described in this announcement.
Greenhill & Co. International LLP, which is authorised and regulated in the United Kingdom by The Financial Services Authority, is acting for Alliance Boots in relation to the matters described in this announcement and is not advising any other person and accordingly will not be responsible to any person other than Alliance Boots for providing the protections afforded to the customers of Greenhill & Co. International LLP or for providing advice in relation to the matters described in this announcement.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the 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 the Company, 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 the Company, 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 the Company by the offeror, 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 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 Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.