Pharmacybrands Limited


Transaction Type: Company meeting (Allotment)

Allottee: Life Pharmacy Limited, Cape Healthcare Limited

Independent Adviser(s): Deloitte (Rule 18)

Date of meeting: 31/08/2009


LPL Pharmacy Limited (LPL) proposed an allotment to Cape Healthcare Limited (Cape), as part of LPL's proposed takeover of PharmacyBrands Limited (PBL). 

Cape held 66.11% of the shares in PBL and did not hold any LPL shares.

LPL entered into a pre-bid agreement with Cape, by which LPL agreed to make its takeover offer for PBL, and Cape agreed to accept the offer. 

On 31 August 2009, the LPL shareholders approved the merger with PBL and the pro rata buyback of LPL shares. 

On 4 September 2009, LPL made a full takeover offer to PBL. The offer consideration was 39.475 LPL ordinary shares for every one PBL share. In effect, the takeover was a merger of LPL and PBL. 

The offer went unconditional on 8 September 2009, and LPL proceeded to compulsorily acquire the remaining issued share capital in PBL. 

Deloitte prepared a rule 18 independent adviser’s report on the merits of the offer.