Scottsdale Futures and Options Limited Makes Takeover Offer
London, United Kingdom, March 18, 2009 --(PR.com)-- Scottsdale Futures and Options Limited (UK) today announced that its wholly-owned subsidiary, Scottsdale Global Holdings Ltd., intends to make a takeover offer for Baron Therapeutics Limited. Baron has a pipeline of biologic compounds for inflammatory diseases and cancer at various stages of discovery and development.
The offer has the support of the Baron independent directors and will be recommended to Baron shareholders in the absence of a superior proposal.
Under its bid, Scottsdale intends to offer A$3.40 cash for each Baron ordinary share cum dividends and other rights. The total offer value is approximately A$668 million (US$338 million). The offer price represents a 70 percent premium to Baron's average price and a 69 percent premium to the private bidders’ closing price on February 25, 2009, the last day prior to this announcement.
If Scottsdale obtains a relevant interest in 90 percent of Baron shares and the offer conditions are satisfied or waived, Scottsdale will increase its offer price by 25 Australian cents per share. This offer price increase will be payable to all shareholders no matter when their acceptances are received. In these circumstances accepting Baron shareholders will receive A$3.65 per share.
Scottsdale intends to fund the offer price using a portion of its existing cash balance.
"Scottsdale is offering Baron shareholders the opportunity to de-risk their investment portfolios by taking cash for their shares at a time when cash provides certainty and stability," said Gary Weiss, Chief Financial Officer at Scottsdale. "We are better equipped to take Baron's lead compound, ARB667, through clinical development and, pending the success of clinical trials, to international markets."
To support its bid, Scottsdale has acquired a shareholding in Baron, representing an ownership position of approximately 19.9 percent of the total issued share capital of Baron. The purchase price of the shares was A$3.40 per share. Scottsdale has acquired this stake from Baron's two largest shareholders, Ready Set Ventures Pty Ltd and Blackwell Securities Limited.
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The offer has the support of the Baron independent directors and will be recommended to Baron shareholders in the absence of a superior proposal.
Under its bid, Scottsdale intends to offer A$3.40 cash for each Baron ordinary share cum dividends and other rights. The total offer value is approximately A$668 million (US$338 million). The offer price represents a 70 percent premium to Baron's average price and a 69 percent premium to the private bidders’ closing price on February 25, 2009, the last day prior to this announcement.
If Scottsdale obtains a relevant interest in 90 percent of Baron shares and the offer conditions are satisfied or waived, Scottsdale will increase its offer price by 25 Australian cents per share. This offer price increase will be payable to all shareholders no matter when their acceptances are received. In these circumstances accepting Baron shareholders will receive A$3.65 per share.
Scottsdale intends to fund the offer price using a portion of its existing cash balance.
"Scottsdale is offering Baron shareholders the opportunity to de-risk their investment portfolios by taking cash for their shares at a time when cash provides certainty and stability," said Gary Weiss, Chief Financial Officer at Scottsdale. "We are better equipped to take Baron's lead compound, ARB667, through clinical development and, pending the success of clinical trials, to international markets."
To support its bid, Scottsdale has acquired a shareholding in Baron, representing an ownership position of approximately 19.9 percent of the total issued share capital of Baron. The purchase price of the shares was A$3.40 per share. Scottsdale has acquired this stake from Baron's two largest shareholders, Ready Set Ventures Pty Ltd and Blackwell Securities Limited.
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Contact
Scottsdale Futures and Options Limited
Richard Smith
+44 20 3026 1592
www.scottsdalefutures.com
Richard Smith
+44 20 3026 1592
www.scottsdalefutures.com
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