OGS and CAT scuppered by Celltech?

Celltech, the UK's largest biotechnology company, has confirmed that it has purchased approximately 10.5% of the issued share capital of Oxford Glycosciences (OGS).

The company says that a holding of more than 10% of the shares to which an offer relates would be sufficient to prevent the compulsory acquisition provisions within the Companies Act from being implemented. This would be relevant in the event of a competing bid for OGS implemented by way of an offer under the City Code. However, Celltech further notes that approval of a scheme of arrangement, as in the case of the CAT/OGS merger proposal, would require the statutory majorities to be obtained. As a result the shares currently held by Celltech would not prevent the CAT/OGS merger proposal from proceeding should a majority in number of OGS shareholders present and 75% of votes cast at the OGS Court Meeting be in favour of the scheme.

opposite view

The board of OGS said it is continuing discussions with CAT with regard to a potential revised proposal.

• In addition, OGS is continuing discussions with other potentially interested third parties.

• The OGS Board is committed to maximising value for OGS shareholders and continues to advise OGS shareholders to take no action in relation to the Celltech offer.