Sydney, July 23, 2007 AEST (ABN Newswire) - IBA Health Limited (ASX: IBA) - Australia's largest listed eHealth company, notes the announcement issued by the Directors of iSOFT Group plc ("iSOFT") on Friday, 20 July that they have withdrawn their unanimous recommendation of the IBA Offer to acquire the entire issued and to be issued ordinary share capital of iSOFT.
The announcement further advised that the Directors of iSOFT had reached agreement with the Board of CompuGROUP UK Limited ("CompuGROUP") a wholly-owned subsidiary of CompuGROUP Holding AG, on the terms of a recommended cash offer for the entire issued and to be issued share capital of iSOFT.
The Directors of iSOFT stated in the announcement that they intended to seek adjournment of the Court hearing to sanction the IBA Scheme scheduled for 25 July 2007, and that they will serve notice on IBA terminating the IBA Implementation Agreement which will trigger an obligation on iSOFT to pay to IBA an inducement fee of A$3.25 million (£1,397 million).
The CompuGroup offer is planned to be implemented via a scheme of arrangement which will require a majority of eligible shareholders to vote in favour of the scheme, scheme documents must be issued within 28 days of the offer and shareholders will vote at an EGM in September.
Gary Cohen, Executive Chairman of IBA Health, said "The 11th hour cash bid and acceptance by the Directors of iSOFT is surprising, given the progress made through the transformation recovery programme and the position of the iSOFT Directors in regard to maintaining the integrity of the company and restoring shareholder value to the highs of three years ago.
"iSOFT shareholders voted less than two weeks ago overwhelmingly to adopt IBA's offer, we remain convinced that our offer for the iSOFT group represents a superior offer for the company on a merged valuation basis. We also believe that IBA's offer represents the best value for iSOFT's worldwide client base and employees by ensuring its highly skilled technology team remains in tact and in one organisation.
"In light of this, IBA is considering the options available to it and will make a further announcement in due course." concluded Gary Cohen.
iSOFT's announcements can be obtained at www.isoftplc.com
End of release
For more information on IBA Health, please visit the Company's website at:
http://www.ibahealth.com
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:
http://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.
Attention is also drawn to the announcement made by IBA on 23 May 2007 explaining the application of Rule 8.3 to persons who take up or deal in entitlements under the Rights Issue or who underwrite the Rights Issue.
Contact
Gary Cohen
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
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