Sydney, June 14, 2007 AEST (ABN Newswire) - IBA Health Limited (ASX: IBA) - Australia's largest ASX listed eHealth company advises that the Directors of the iSOFT Group plc have issued the Scheme Circular which sets out details of the Recommended Offer, terms of the scheme, timetable of events, and details of the action to be taken by iSOFT Shareholders. The Scheme Circular also provides information regarding the current status of discussions with CSC.
The iSOFT statement advises "iSOFT is now engaged in constructive discussions with CSC in relation to the commercial arrangements under which CSC would take a greater role in the management of iSOFT's work on the National Programme for IT and iSOFT also continues to seek CSC's consent to the change of control in iSOFT."
A further announcement will be made in due course.
A copy of the iSOFT statement follows:
Start of iSOFT Statement
13 June 2007
Recommended Offer
for iSOFT Group plc ("iSOFT")
by
IBA Health (UK) Holdings Limited ("IBA UK")
a wholly-owned subsidiary of IBA Health Limited ("IBA")
to be effected by means of
a scheme of arrangement
under section 425 of the Companies Act 1985
Posting of Scheme Circular
On 15 May 2007, the iSOFT Directors and the IBA Directors announced that they had reached agreement on the terms of a recommended all-share offer (the "Offer") under which a wholly-owned subsidiary of IBA, IBA UK, will acquire the entire issued and to be issued ordinary share capital of iSOFT. The Offer is to be effected by means of a scheme of arrangement under section 425 of the Companies Act (the "Act"), involving a reduction of capital under section 135 of the Act. iSOFT now announces that the circular (the "Scheme Circular") containing, inter alia, the terms of the Scheme, an explanatory statement (in compliance with section 426 of the Act), notices of the required meetings, a timetable of principal events, and details of the action to be taken by iSOFT Shareholders was today posted to all iSOFT Shareholders and, for information only, to participants in the iSOFT Share Schemes and to iSOFT Warrant Holders.
As described in the Scheme Circular, the Scheme will require the approval of iSOFT Shareholders at the Court Meeting, and the passing of a special resolution at an extraordinary general meeting of iSOFT. The Scheme will also require the subsequent sanction of the Court and confirmation of the capital reduction by the Court. Further details as to the approvals required and the persons entitled to vote at these meetings are contained in the Scheme Circular.
Both meetings are scheduled to be held at FD at Holborn Gate, 26 Southampton Buildings, London WC2A 1PB on 6 July 2007.
It is a condition of the Offer that Computer Sciences Corporation ("CSC") gives its consent to the change of control in iSOFT plc which would result from the completion of the Offer. On 28 May 2007, CSC indicated to iSOFT that it did not intend to give its consent to the change of control in iSOFT. As set out in the Scheme Circular, IBA has indicated that, if CSC's consent is not obtained, or cannot be waived as a condition to the Offer, IBA and IBA UK would seek the permission of the Panel to invoke the condition and lapse the Offer. However, iSOFT is now engaged in constructive discussions with CSC in relation to the commercial arrangements under which CSC would take a greater role in the management of iSOFT's work on the National Programme for IT and iSOFT also continues to seek CSC's consent to the change of control in iSOFT. iSOFT Shareholders will be notified without delay if there are any further developments.
Subject to approval at the relevant meetings and the satisfaction or waiver of the other Conditions set out in the Scheme Circular, the Scheme is expected to become effective on or around 30 July 2007.
UK Listing Authority Viewing Facility
Two copies of the Scheme Circular have been submitted to the UK Listing Authority and are available for inspection at the UK Listing Authority's Document Viewing Facility which is situated at:
The Financial Services Authority
25 The North Colonnade
Canary Wharf
London E14 5HS
Tel: 020 7066 1000
Any capitalised term used but not defined in this announcement has the same meaning as is given to it in the Scheme Circular.
Gleacher Shacklock, which is authorised and regulated by the Financial Services Authority, is acting exclusively for iSOFT and no one else in connection with the sale of iSOFT, the Offer and will not be responsible to anyone other than iSOFT for providing the protections afforded to clients of Gleacher Shacklock or for providing advice in relation to the sale of iSOFT, the Offer or any matter referred to herein.
Morgan Stanley is acting exclusively for iSOFT and no one else in connection with the sale of iSOFT, the Offer and will not be responsible to anyone other than iSOFT for providing the protections afforded to clients of Morgan Stanley or for providing advice in relation to the sale of iSOFT, the Offer or any matter referred to herein.
This announcement is not intended to and does not constitute an offer or invitation to purchase any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. Only the Scheme Document will contain the full terms and conditions of the Offer, including details of how to vote in favour of the Scheme. Any acceptance or other responses to the Scheme should be made only on the basis of the information in the Scheme Document. iSOFT and IBA urge iSOFT Shareholders to read the Scheme Documentation because it will contain important information relating to the Offer.
The distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, any applicable legal and regulatory requirements. Any failure to comply with the applicable requirements may constitute a violation of the securities laws of any such jurisdiction.
None of the securities mentioned herein are being registered under the US Securities Act of 1933. Securities may not be offered or sold in the United States absent registration or an exemption from registration. No public offering of securities is being made in the United States. The information disclosed in relation to the Offer is not the same as that which would have been disclosed if such information had been prepared for the purpose of complying with the registration requirements of the US Securities Act of 1933 or in accordance with the laws and regulations of any other jurisdiction.
No steps have been taken, nor will any be taken, to enable the securities mentioned herein to be offered in compliance with the applicable securities laws of Canada or Japan and no prospectus in relation to these securities has been, or will be, lodged with or registered by the Australian Securities and Investments Commission. Accordingly, no such securities Shares may be offered, sold, transferred, re-sold, delivered or distributed, directly or indirectly, in or into or from Canada or Japan or any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction (except in transactions exempt from or subject to the registration requirements of the relevant securities laws of those jurisdictions).
Certain statements made in this announcement are forward looking statements. Such statements are based on current expectations and are subject to a number of risks and uncertainties that could cause actual events or results to differ materially from any expected future events or results referred to in these forward looking statements.
End of iSOFT Statement
End of release
For more information on IBA Health, please visit the Company's website at http://www.ibahealth.com
Contact
Gary CohenExecutive 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 Group plc
John Weston
Chairman
Gavin James
Group Finance Director
John White
Director of Corporate Communications
01925 283 423
Financial Dynamics
(Public Relations Adviser to iSOFT)
Giles Sanderson
Andrew Lorenz
020 7831 3113
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