Bidvest takes CFR-Adcock Ingram deal to court - CNBC Africa

Bidvest takes CFR-Adcock Ingram deal to court

Southern Africa

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Pills. PHOTO: Getty Images

“When we originally approached them the share price was about 50 rand a share and obviously shareholders are doing quite well now, it’s 70 odd [rand]. We obviously feel that there is an opportunity with the right management and skills in place to develop Adcock into its whole glory,” Bidvest group founder Brian Joffe told CNBC Africa in an exclusive interview.

Ten months ago, Joffe had approached the Adcock Ingram board with an unsolicited offer to buy two-thirds of the business. Adcock shares were then trading at around 50 rand, and Joffe’s cash in shares offer was worth 63 rand.

Since then, a cash in shares offer by Chilean pharmaceutical company CFR Pharmaceuticals has been supported by the same board. Bidvest has since launched a counter offer to the CRF’s approach towards Adcock Ingram with a four billion rand offer.

Joffe explained that over the past few years, Adcock had declined year on year in comparison to Aspen Pharmacare’s stellar performance.

“We’ve obviously done some homework on [Adcock] and there are certain parts of the business we can immediately add to. There are certain other parts, more specifically if you take the generic part of the business, maybe we’re going to need some strategic input from a partner,” Joffe added.

“We’ve lined a lot of this up and hopefully we’ll be able to deliver just what the shareholders need.”

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He explained that after the transaction, Adcock shareholders will own roughly 17 per cent of the company and will be entitled to 17 per cent of whatever synergy benefits there are.

Bidvest now plans to take legal action against the CFR and Adcock deal.

“We will have served papers on various respondents alleging that there is financial assistance in this transaction, and the non-compliance with the strategy requirements of setting up the scheme meeting. In our legal opinion, their meeting is void and therefore unlikely to succeed,” Joffe explained.

He added that because CFR itself cannot finance the transaction as it’s significantly bigger than the company itself, it is using Adcock’s assets in order to effect the transaction.

“There are certain procedures that you have to go through in order to go through the use of the assets, and they haven’t complied with that,” said Joffe.

“It’s either illegal or it’s illegal. In our sense, it’s illegal and as a shareholder we are obviously concerned as well that if [the case] does get drawn out for a protracted period of time, it’s not going to be good for anybody. We decided that we’re making an offer that is a lot more certain and on that basis.”

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