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.
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.
21 May 2010