Sydney, May 8, 2007 AEST (ABN Newswire) - iSOFT Group plc (LSE: IOT)("iSOFT" or the "Company") IBA Health Limited (ASX: IBA) announces a halt in the trading of its shares iSOFT, a leading international supplier of software application solutions to the healthcare sector, has in recent months been in discussions with a number of external parties who have expressed an interest in acquiring iSOFT or taking a significant stake in the Company.
On 16 February 2007, IBA Health Limited ("IBA"), a healthcare information technology company listed on the Australian Securities Exchange ("ASX"), confirmed that it was in discussions with iSOFT, which might or might not lead to an all-share recommended offer for the Company.
IBA has today sought a halt in the trading of its shares on the ASX. The purpose of this halt in trading is to enable IBA to hold meetings with certain institutional investors with a view to raising new IBA equity capital in order to facilitate a possible combination of IBA and iSOFT, to be executed by means of a recommended all-share offer by IBA to acquire iSOFT. The iSOFT management team is participating in these meetings.
The material which IBA is presenting to institutional investors includes certain details of the contemplated offer terms, equity raising and financing arrangements as follows:
- iSOFT shareholders would receive 1.1 new IBA shares for each iSOFT share, valuing iSOFT at 56.9 pence per share based on the last trading price of IBA shares on the ASX and a Pounds:AUD exchange rate of 0.4121
- IBA is seeking to raise approximately A$200 million (Pounds82 million) of new equity capital through a placing and rights issue. Both the placing and rights issue would be fully underwritten by ABN AMRO Rothschild
- New debt facilities of Pounds130 million (A$315 million) for the combined entity to be arranged and underwritten by ABN AMRO Bank N.V. These would be subject to completion of a number of conditions precedent including the completion of the equity placement / issuance
- Full run-rate annual cost synergies from the combination of the two companies are expected by IBA to be approximately A$27 million (Pounds1 1 million) in IBA's financial year ended 30 June 2009
There can be no certainty that an offer by IBA to acquire iSOFT will be made.
This announcement is made with the consent of IBA.
Further announcements will be made as appropriate.
Dealing disclosure requirements:
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of the Company, all "dealings" in any "relevant securities" of the Company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which any offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of the Company, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of the Company by the Company, or by any of its "associates", must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.
Notice of Dealing Disclosure Requirements Under The UK City Code on Takeovers and Mergers
Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of IBA Health Limited or of iSOFT Group plc, all "dealings" in any "relevant securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of IBA Health Limited or iSOFT Group plc, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of IBA Health Limited, or of iSOFT Group plc by IBA Health Limited or iSOFT Group plc, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.
Contact
Gary Cohen
Executive Chairman
IBA Health Limited
Phone: +61 2 8251 6700
Email: gary.cohen@ibahealth.com
Media
Greg King
Communications and Business Development Director
IBA Health Limited
Phone: +61 413 621 111
Email: greg.king@ibahealth.com
iSOFT Contacts:
iSOFT Group plc
Gavin James
Group Finance Director
TEL: +44 (0)1925 283 423
John White
Director of Corporate Communications
TEL: +44 (0) 7771 821214
Financial Dynamics
TEL: +44 (0)20 7831 3113
Giles Sanderson, Andrew Lorenz
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