INDUSTRIAL conglomerate Bidvest has proposed a full takeover of struggling pharmaceutical group Adcock Ingram for R52 a share.
The proposal includes the buyout of the current Adcock black economic empowerment (BEE) partners Blue Falcon and the Bophelo Trust by Bidvest and the implementation of a new empowerment scheme.
The offer represents a premium of 13% to the volume weighted average price per Adcock share for the 30 days ended Friday.
Bidvest owns 34.5% of Adcock.
In a statement to the JSE‚ Adcock said the challenges it had faced recently and the resultant depressed share price meant Adcock A and B ordinary shares held by BEE participants were unlikely to realise any value.
“In order to create meaningful participation for BEE participants going forward‚ the Adcock board of directors has resolved to terminate the existing Adcock BEE transaction and replace it with a new‚ more sustainable BEE ownership transaction‚” Adcock said.
It said the BEE termination would be implemented by way of a buyback at nominal value and cancellation of all A and B shares.
In a separate statement‚ Bidvest said it had agreed with Blue Falcon and the Bophelo Trust to buy the dividend shares at R52 per Adcock ordinary share for cash.
The purchase requires the dividend shares to be released from the restrictions contained in the existing BEE transaction.
The Adcock board has consented to the proposed release of the dividend shares subject to Adcock ordinary shareholders approving the cancellation of the existing BEE transaction and Bidvest making an offer of R52 per Adcock share to all Adcock ordinary shareholders.