Sydney, May 7, 2007 AEST (ABN Newswire) - IBA Health Limited (ASX: IBA) Australia's largest ASX listed healthcare information technology company has today requested, and been granted, a trading halt for its shares by the Australian Securities Exchange.
The trading halt is to enable IBA to hold meetings with certain institutional investors with a view to raising new equity capital to facilitate a possible recommended all-share offer for iSOFT Group plc, listed in the UK. The iSOFT management team is participating in these meetings.
Under the proposed merger terms iSOFT shareholders would receive 1.1 new IBA shares for each iSOFT share. This would value iSOFT at A$1.38 (56.9 pence) per share based on the last trading price of IBA shares on the ASX and a GBP:A$ exchange rate of 0.4121.
IBA is seeking to raise equity capital of approximately A$200 million through an institutional placement and a rights issue to existing shareholders. Both the placement and the rights issue would be fully underwritten by ABN AMRO Rothschild.
In addition to the above equity issuance, the transaction would be supported with new debt facilities totalling A$315 million to be arranged and underwritten by ABN AMRO Bank N.V. subject to completion of a number of conditions precedent including the completion of the equity placement/issuance.
There can be no certainty that an offer by IBA to acquire iSOFT will be made. If the merger proceeded, it would produce the world's fourth largest healthcare information technology company, and full run rate annual cost synergies from combining the two companies would be expected to total approximately A$27 million in the year to 30 June 2009.
IBA will continue to inform investors of developments.
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","dealgs" 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.
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
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