News - Recommended offer

Friday 11 May 2007 : The Boards of Accura Pharma Plc Plus : APCO) and Tridelta Plc (PLUS : TRDO) announced today the terms of a recommended offer, to be made by St Helens Capital Plc on behalf of Accura, to acquire the entire issued, and to be issued, share capital of Tridelta Plc. The offer values the whole of the issued share capital of Tridelta Plc at approximately GBP2,210,000 (plus an additional GBP848,262 if all Share Options are exercised).The Board of Tridelta will unanimously recommend shareholders to accept the Offer.

As previously announced Accura is in the process of divesting its Human Therapeutic Division to solely focus on the GBP9 billion Animal Health Market.

Bernard Ross, CEO of Accura, commented “The acquisition of Tridelta represents a major opportunity to establish ourselves in the rapidly expanding animal diagnostic market. We believe that animal diagnostics is an extremely profitable and underserved market, in the US the leading company in the space, Antech, produced $84m of operating income on $222m of sales last year”.

Brian Hett, CEO of Tridelta stated “Tridelta believes that its shareholders will derive significant benefits from the business combination.”

The acquisition of Tridelta is in line with Accura’s strategy of establishing sales and distribution channels in specific targeted markets. The Tridelta diagnostics business is currently focused in two areas, animal welfare and Bovine Mastitis. Bernard Ross, CEO of Accura continued “There are considerable growth opportunities in both of Tridelta’s current business lines”.

The Offer

The Offer, which will be made on the terms and subject to the conditions set out in the Offer Document and in the Form of Acceptance, will be made on the basis of approximately 1.56 Accura shares for every Tridelta share based on the closing price of 25 pence per existing Accura share on the last business day before the date of the announcement. The Offer will value each Tridelta share at 39 pence and the entire issued share capital of Tridelta at approximately GBP2,210,000 (plus an additional GBP848,262 if all Share Options are exercised).

On the basis of full acceptance of the Offer, the New Accura Shares, in aggregate, will on completion of the Offer represent approximately 4.02 per cent of the enlarged share capital (5.48 per cent of the enlarged share capital if all Share Options have been exercised). The Tridelta shares will be acquired fully paid and free from all liens, equities, charges, encumbrances, rights of pre-emption and other third party rights or interests of any nature whatsoever and together with all rights now or hereafter attaching to such shares including the right to receive and to retain all dividends and other distributions declared made or paid after the date of this announcement.

The Offer will extend to any Tridelta Shares which are unconditionally allotted or issued fully paid (or credited as fully paid) before the date on which the Offer closes (or such earlier date as Accura may, determine being not earlier than the date on which the Offer becomes or is declared unconditional as to acceptances or, if later, the First Closing Date) including those issued or unconditionally allotted pursuant to the exercise of options under the share scheme.

The Directors of the Issuer accept responsibility for this announcement.