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| Company |
Code |
Released |
Type |
Headline |
| Software of Excellence International Limited |
SOE |
4 Oct, 2007, 15:51 |
AQNOTICE |
COMPULSORY ACQUISITION NOTICE |
| Full Text of Announcement |
SOFTWARE OF EXCELLENCE INTERNATIONAL LIMITED:
COMPULSORY ACQUISITION NOTICE UNDER RULE 54 OF THE
TAKEOVERS CODE
Henry Schein New Zealand (Henry Schein) made a full
offer under the Takeovers Code dated 2 July 2007 to
acquire all of the ordinary shares on issue (Shares)
in Software of Excellence International Limited (SOE)
for NZ$2.90 per Share (as varied) (the Offer). The
Offer was declared unconditional on 29 September 2007
and as a result of acceptances of the Offer, Henry
Schein holds or controls more than 90% of the voting
rights in SOE.
Purpose of this Notice
The purpose of this Notice is to advise you that Henry
Schein requires you to sell the Shares that you own in
SOE (as shown at the top of this letter) to Henry
Schein (Your Shares). The consideration which Henry
Schein will pay for Your Shares is NZ$2.90 per Share
(and the aggregate amount is also shown at the top of
this letter). NZ$2.90 per Share is the same as the
consideration paid by Henry Schein under the Offer.
If you have already submitted an acceptance form for
the Offer to Henry Schein for Your Shares, please
disregard this notice. You will receive payment for
Your Shares within 7 days of Henry Schein receiving
that acceptance form.
Return of Instrument of Transfer
This Notice is accompanied by an Instrument of
Transfer that is completed in respect of Your Shares.
You may return the completed
Instrument of Transfer in the enclosed pre-paid
envelope so as to be received by Henry Schein at the
following postal address by no later than 5pm on 24
October 2007 (being 21 days after the date on which
this Notice is sent):
By Delivery: By Post:
Henry Schein New Zealand Henry Schein New Zealand
C/- Link Market Services Limited C/- Link Market
Services Limited
138 Tancred Street PO Box 384
Ashburton Ashburton
New Zealand New Zealand
By Facsimile: +64 3 308 1311
Payment of Consideration - Where the Instrument of
Transfer is Returned
If you return the completed Instrument of Transfer to
Henry Schein on or before 5pm on 24 October 2007,
Henry Schein will pay to you the consideration for
Your Shares within 7 days of receiving the Instrument.
If Link Market Services Limited holds your bank
account
details, the consideration will be paid by direct
credit to your bank account, otherwise a cheque will
be posted to your registered address.
CSN:
No. of SOE Shares Held:
Consideration payable:
135 Duryea Road o Melville, New York 11747
Products & Services for Healthcare Professionals
Payment of Consideration - Where the Instrument of
Transfer is Not Returned
If you do not return the completed Instrument of
Transfer to Henry Schein by 5pm on 24 October 2007
then Henry Schein will, within 7 days of that date:
(a) Deliver to SOE the consideration of NZ$2.90 per
Share for all Shares in respect of which an Instrument
of Transfer has not been
returned to Henry Schein; and
(b) Send to SOE an Instrument of Transfer for all of
those Shares, executed on behalf of the holders of
those Shares by Henry Schein or its agent (as Henry
Schein is required to do under the Takeovers Code).
Any consideration received by SOE under paragraph (a)
above will be held by SOE on trust for the relevant
outstanding SOE shareholders until it is claimed, in
an interest bearing trust account with a registered
bank in accordance with Takeovers Code requirements.
Information required by Rule 55 of the Takeovers Code
The details required to be stated in this Notice by
Rule 55 of the Takeovers Code are set-out below:
(a) Henry Schein holds or controls 90% or more of the
voting rights in SOE;
(b) All outstanding shareholders in SOE must sell
their Shares in SOE to Henry Schein;
(c) The consideration to be provided for those
outstanding Shares in SOE is NZ$2.90 per Share, which
is the same as the
consideration paid by Henry Schein under the Offer;
(d) The date on which this Notice is sent is 3 October
2007;
(e) This Notice is accompanied by an Instrument of
Transfer for the transfer to Henry Schein of Your
Shares; and
(f) The Instrument of Transfer should be completed,
signed and returned to Henry Schein at the addresses
noted above.
Yours sincerely
Michael Ettinger
Director |
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