4051 Basel, ch
+41 (61) 20640-25
Public tender offer of Novartis for Speedel - preliminary decisions and statements of speedel's board of directors
Conference call today at 14.00 cet
Following a respective formal request from Novartis, the Board of Directors of Speedel has decided to register all shares acquired by Novartis on 9 July 2008. The Board is welcoming Novartis and will be cooperating fully with the new majority shareholder.
The Board has not yet taken a position on the recommendation to shareholders to the public tender offer launched by Novartis. The Board has installed a special committee for the tender offer process initiated by the pre-announcement by Novartis last Thursday. This Special Committee will be chaired by Dr Fritz Kunz, with further members being Dr Ernst Schweizer and Prof Michel Burnier. The Special Committee engaged Merrill Lynch to provide the company with a fairness opinion on the offer pre-announced by Novartis. Thereafter, the Special Committee will issue the Board's recommendation to the shareholders of Speedel. At this point in time, the Special Committee expects such recommendation to be published at the latest together with the formal tender offer by Novartis, currently expected on or around 11 August 2008.
Furthermore, the Board has accepted the resignation offered by Dr Alice Huxley, Chief Executive Officer, of Speedel, with immediate effect. Dr Alice Huxley will remain available to the company on an as-needed basis until the end of 2008. She also resigns from the Board of Directors with immediate effect. The Board of Directors has also taken notice of the resignation with immediate effect of Board members Ralf Rosenow and Dr Marius Sutter. Members of the Board of Directors and of the executive management team will assume leadership and ensure a smooth transition for Speedel's integration into Novartis. The future management set-up for Speedel will be defined together with Novartis later in the integration process. The Novartis integration team will be lead by Dr Andrin Oswald, designated by Novartis to become the future CEO of Speedel.
Finally, and also upon a respective formal request by Novartis, the Board has decided that an Extraordinary General Meeting (EGM) will be held on 14 August 2008 in Basel, Hilton Hotel. Items on the agenda will be new appointments to the Board of Directors of Speedel. The invitation to such EGM together with the final agenda and the respective proposals by the Board will be published and sent to the shareholders in due course.
Dr Fritz Kunz, Chairman, stated: "At the meeting end of last week, Speedel's Board of Directors has carefully assessed the current situation and its obligations to all shareholders, and taken the appropriate decisions. The creation of the Special Committee to deal with the public tender offer process ensures independent and objective decisions by our company free of any potentially conflicting interests. Meanwhile, Speedel has also had first high level discussions with Novartis. While we continue to work on the various R&D programs as planned we are initiating the discussions related to the integration of the company into Novartis. We understand that Novartis is interested in Speedel's workforce as the carrier of extensive know-how related to Speedel's business and research and development programs." Dr Kunz continued: "We also express our sincere thanks to Dr Alice Huxley. Together with a strong team she has built a company out of a daring idea, thanks to a rare combination of scientific skills, strong will and persistence."
On 9 July 2008 five major shareholders of Speedel sold their shares to Novartis for CHF 130 per registered share. Novartis, holding a stake of 61.4% in Speedel on 10 July 2008, has announced its intention to launch a public tender offer to the shareholders of Speedel for CHF 130.00 per share. Pursuant to the pre-announcement of the tender offer, full details of the offer are expected to be disclosed approx. in the week of 11 August 2008.
Conference Call At 14:00 CET / 13:00 UK time / 08:00 EST today, 21 July 2008, the company will host a conference call hosted by Dr Fritz Kunz; Dr Ernst Schweizer and Konrad Wirz which may be joined using the following telephone numbers:
Switzerland: 044 580 4872
UK: 0845 302 2569
International: +44 (0) 1452 587 436
Passcode for all: 56367047
A replay of the conference call will be accessible on the company's website for the following 4 weeks.
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