BIOSEEK PLC 
By 24 October 2011
Asterand Plc ("Asterand" or the "Company") Update on Re-Financing Talks Commencement of Formal Sales Process
In its Interim results statement on 30 August 2011, the
Company announced that it would be in breach of its banking
covenants in the near future. The Company has now received
notices of default from Silicon Valley Bank ("SVB") and from
the holders of the BioSeek notes. In the case of the latter,
the Company has 120 days to remedy the situation, however,
since any refinancing of the Company will occur within this
time frame the Board do not believe this situation to be of
concern. However, with SVB there is no such time frame
allowed to the Company.
The Company has been in discussions with a potential funder
for the business which it was expected would result in the
business being refinanced and enable it to move forward.
However, whilst these discussions are still on-going there is
no certainty that these talks will be successful. Given the
Company's financial position and the need to raise additional
working capital in the short term, the Board now feel that
alternative options need to be considered including a sale of
all or part of the business. As such, the Board has decided
to commence a formal sale process for the entire issued and
to be issued share capital of the Company. Accordingly, the
Company invites interested parties to contact Daniel Stewart
(contact details are provided below).
The Takeover Panel has granted a dispensation from the
requirements of Rules 2.4(a), 2.4(b) and 2.6(a) of the
Takeover Code such that any interested party participating in
the formal sale process will not be required to be publicly
identified, subject to note 3 on Rule 2.2, as a result of
this announcement and will not be subject to the 28 day
deadline referred to in Rule 2.6(a), for so long as it is
participating in the formal sale process. Interested parties
should note Rule
21.2 of the Takeover Code, which will prohibit any form of
inducement fee or other offer- related arrangement, and that
the Company has not requested any dispensation from this
prohibition under Note 2 of Rule 21.2 at this stage.
The Company proposes to conduct the formal sale process in
the following manner. Any interested party who approaches the
Board will be required to enter into a non-disclosure
agreement with the Company on reasonable terms satisfactory
to the Board and on the same terms, in all material respects,
as other interested parties, before being permitted to
participate in the process. Once the non-disclosure agreement
has been signed the participant will be given access to a
dataroom and management presentations. The Board is currently
targeting a deadline of second half of November for
determining a potential offer for
the Company. Due to the Board's desire to conclude a deal
within a short period of time, preference will be given to
cash only offers for the Company.
The Board reserves the right to alter any aspect of the sale
process as outlined above or to terminate it at any time and
in such cases will make an announcement as appropriate. The
Company will continue with the refinancing discussions in
parallel with the formal sales process.
The Board reserves the right to reject any approach or
terminate discussions with any interested party or
participant at any time. There can be no certainty that any
offer will be made for the Company, or even proposed, or as
to the level of any proposal or offer that may be made.
For further information, please contact:
Jack Davis, Chairman and Interim Chief
Executive Officer
Tel: + 44 (0) 1763 211 600 / + 1 (313) 263-0960
Alan Fishman, Interim Chief Financial Officer As above
Antony Legge
David Hart
Paul Shackleton
Tel: +44 (0) 20 7776 6550
A copy of this announcement will be available at
www.asterand.co.uk. The content of the website referred to in
this announcement is not incorporated into and does not form
part of this announcement.
Daniel Stewart & Company Plc ("Daniel Stewart") (which is
authorised and regulated in the United Kingdom by the
Financial Services Authority) is acting exclusively for the
Company and for no one else in connection with any possible
offer and will not be responsible to anyone other than the
Company for providing the protections afforded to Daniel
Stewart's clients nor for providing advice in relation
to any possible offer or any other matters referred to in
this announcement.
This announcement is not intended to, and does not,
constitute or form part of any offer, invitation or the
solicitation of an offer to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of, any securities
whether pursuant to this announcement or otherwise. The
distribution of this announcement in jurisdictions outside
the United Kingdom may be restricted by law and therefore
persons into whose possession this announcement comes should
inform themselves about, and observe, such restrictions. Any
failure to comply with the restrictions may constitute a
violation of the securities law of any such jurisdiction.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested
in 1% or more of any class of relevant securities of an
offeree company or of any paper offeror (being any offeror
other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in
cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the
announcement in which any paper offeror is first identified.
An Opening Position Disclosure must contain details of the
person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the
offeree
company and (ii) any paper offeror(s). An Opening Position
Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 pm (London time) on the 10th
business day following the commencement of the offer period
and, if appropriate, by no later than 3.30 pm (London time)
on the 10th business day following the announcement in which
any paper offeror is first identified. Relevant persons who
deal in the relevant securities of the offeree company or of
a paper offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities
of the offeree company or of any paper offeror must make a
Dealing Disclosure if the person deals in any relevant
securities of the offeree company or of any paper offeror. A
Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short
positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
paper offeror, save to the extent that these details have
previously been disclosed under Rule 8. A Dealing Disclosure
by a person to whom Rule 8.3(b) applies must be made by no
later than 3.30 pm (London time) on the business day
following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement
or understanding, whether formal or informal, to acquire or
control an interest in relevant securities of an offeree
company or a paper offeror, they will be deemed to be a
single person for the purpose of Rule
8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also
be made by the offeree company, by any offeror and by any
persons acting in concert with any of them (see Rules 8.1,
8.2 and 8.4).
Details of the offeree and offeror companies in respect of
whose relevant securities Opening Position Disclosures and
Dealing Disclosures must be made can be found in the
Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number
of relevant securities in issue, when the offer period
commenced and when any offeror was first identified. If you
are in any doubt as to whether you are required to make an
Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129.
