aspen pharmacare the bidder

APN - Holdings Limited - Detailed cautionary announcement
Aspen Pharmacare Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1985/002935/06)
Share code: APN ISIN: ZAE000066692
("Aspen")
Detailed cautionary announcement
Aspen shareholders are advised that Aspen has submitted an indicative non-
binding proposal to acquire, either directly or through a wholly-owned
subsidiary, Sigma Pharmaceuticals Limited ("Sigma") at an enterprise value of
A$1,492 million (approx. ZAR 9,796 million), which implies a price per Sigma
share of A$0.60 (approx. ZAR3.94) (1) based on 1,178.6 million Sigma shares
outstanding and net debt (including off-balance sheet facilities) of A$785
million (approx. ZAR 5,154 million)1 as reported at 31 January 2010 (together,
"the Proposal").
The Proposal is currently envisaged to be executed by Scheme of Arrangement, but
the transaction structure may be refined following due diligence. The Proposal
is also subject to numerous conditions precedent, including the satisfactory
completion by Aspen of a due diligence investigation, fulfillment of all
necessary regulatory approvals and the unanimous recommendation of any potential
transaction by the Sigma Board; and thus no formal agreement to enter into a
transaction may result.
Aspen shareholders are referred to the announcement released today by Sigma
Pharmaceuticals Limited ("Sigma"), a company listed on the Australian Securities
Exchange ("ASX"), which is available at the ASX website www.asx.com.
If an offer is made, or transaction concluded it may have a material effect on
the price at which Aspen`s shares trade on the JSE Limited. Accordingly, Aspen
shareholders are advised to exercise caution when dealing in Aspen shares until
a further announcement is made.
Note (1) Based on AUD/ZAR exchange rate of 0.1523 as at 21 May 2010 (Source:
Capital IQ)
About Sigma Pharmaceuticals
Sigma is a leading Australian manufacturer and marketer of prescription,
over-the-counter and generic pharmaceutical products as well as a leading
full-line wholesaler and distributor to pharmacies throughout Australia. For
further details on Sigma, Aspen shareholders are referred to www.sigmaco.com.au.
About the Aspen Group
JSE Limited listed Aspen has businesses in South Africa, Australia, Brazil,
Mexico, Venezuela, Kenya, Tanzania, Uganda, Mauritius, Dubai, Germany and Hong
Kong. Aspen supplies branded and generic pharmaceuticals in approximately 100
countries across the globe and consumer and nutritional products in selected
territories.
Acknowledged as Africa`s largest pharmaceutical manufacturer, Aspen is also a
leading generics manufacturer in the southern hemisphere and one of the top 20
generics manufacturers worldwide. IMS has credited Aspen as being South Africa`s
leading pharmaceutical company for a number of years.
Aspen has 14 pharmaceutical manufacturing facilities at 9 pharmaceutical
manufacturing sites on four continents. Four of the sites are located in South
Africa, one in Kenya, one in Tanzania, one in Brazil, one in Mexico and one in
Germany.
For more than 150 years, Aspen has been providing high-quality, affordable
products to its customers. Aspen has production capabilities for tablets,
capsules, steriles, injectables, penicillins, penems, liquids, creams and infant
milk formulations.
Aspen has a robust pipeline of generic products developed under the direction of
highly skilled scientists employed by Aspen and in collaboration with other
global pharmaceutical research and development companies.
Operating in Australia since 2001, Aspen markets and distributes products owned
by the Aspen Group and also licenses products from other companies. Aspen is now
one of the top 10 suppliers of medication (by number of prescriptions written)
in Australia, with annualised sales of c.A$180 million.
Further information on Aspen can be found at www.aspenpharma.com.
Further information on Aspen Australia can be found at www.aspenpharma.com.au.
Johannesburg
21 May 2010
Financial advisor and Sponsor
Investec Corporate Finance and Investec Bank (Australia) Limited
Date: 21/05/2010 10:29:01 Supplied by www.sharenet.co.za
Produced by the JSE SENS Department .
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS