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03 March 2010
The board of Warwick Bidco and the Independent Directors of Care UK are pleased to announce the terms of unanimously recommended Proposals for the acquisition of the entire issued and to be issued share capital of Care UK.
Under the terms of the Proposals, each Care UK Shareholder holding Care UK Shares at the Scheme Record Time will be entitled to receive 450 pence in cash per Care UK Share.
The Proposals value the entire issued and to be issued share capital of Care UK at approximately 281 million Pounds and represent:
A premium of 51.3% to the Closing Price of 297.5 Pence per Care UK Share on 29 September 2009 (being the last Business Day prior to the commencement of the Offer Period).
A premium of 58.7% to the Closing Price of 283.5 Pence per Care UK Share (being the average volume-weighted Closing Price for the one month ended on 29 September 2009).
And a premium of 9.2% to the Closing Price of 412.25 Pence per Care UK Share on 2 March 2010 (being the last Business Day prior to the date of this announcement).
The Proposals are to be effected by means of a Court sanctioned scheme of arrangement of Care UK, which is expected to become Effective by the end of April 2010.
Warwick Bidco is a newly incorporated company formed at the direction of Bridgepoint Europe IV Fund for the purpose of implementing the Proposals and forms part of the Warwick Bidco Group.
Warwick Bidco has received irrevocable commitments or letters of intent to vote in favour of the Scheme from the Independent Directors and certain other Care UK Shareholders in respect of Care UK Shares representing approximately 21.6% of the Care UK Shares entitled to vote at the Court Meeting and further irrevocable undertakings to vote in favour of the Special Resolution from the Management Team representing approximately 8.1% of Care UK's existing issued share capital.
The Independent Directors of Care UK, who have been advised by Investec, consider the Proposals to be fair and reasonable. Accordingly, the Independent Directors intend unanimously to recommend that Care UK Shareholders vote in favour of the resolutions.
Commenting on the Proposals, Jamie Wyatt, director responsible for Bridgepoint's UK healthcare investment activity, said "today's offer is a fair one that comes with the unanimous recommendation of the Independent Directors of Care UK to the Care UK Shareholders, and which will allow Care UK to accelerate growth and undertake selective acquisitions in a way that it was unable to as a quoted business."
Commenting on the Proposals, Michael Averill, the Senior Independent Director of Care UK, said "the Proposals represent an opportunity for Care UK Shareholders to realise their entire investment in Care UK in cash at a premium to the current Care UK Share price. Moreover, the Proposals fairly reflect Care UK's risk adjusted future growth prospects."