Sirtex Medical Limited – Application in Relation to Sirtex Medical Limited [23/04/2003] The Takeovers Panel

Wednesday, 23 April 2003

APPLICATION IN RELATION TO SIRTEX MEDICAL LIMITED

On Thursday 17 April 2003, the Takeovers Panel received an application from Hunter Hall Investment Management Limited (Hunter Hall) (in its capacity as responsible entity for the Australian Value Trust, the Value Growth Trust and the International Ethical Fund). Hunter Hall seeks a declaration of unacceptable circumstances and orders in relation to the affairs of Sirtex Medical Limited (Sirtex).

Sirtex is subject to an off-market takeover bid by Cephalon Australia Pty Limited, a subsidiary of US-based biopharmaceutical Cephalon, Inc. Cephalon currently has a relevant interest in approximately 23% of Sirtex.

Hunter Hall's complains about two principal issues in relation to the affairs of Sirtex.

First, Hunter Hall is concerned that Sirtex shareholders do not have sufficient information to assess whether or not to accept the bid.

Second, Hunter Hall is concerned about the relationship between Cephalon, on the one hand, and Sirtex and its principal shareholder, on the other.

Hunter Hall has sought orders, amongst other things:

  • that Sirtex provide an independent expert's report on Cephalon's offer,
  • for additional disclosure, especially in relation to Cephalon's proposal to license Sirtex's technology, and
  • for cancellation of the pre-bid agreement between Cephalon and Sirtex.

The Panel has not yet sought the views of Sirtex or Cephalon so has not yet formed any views on the issues.

The President of the Panel has appointed Ms Alison Lansley, Mr Scott Reid and Ms Luise Elsing to be the Sitting Panel to consider the application.

Nigel Morris,
Director, Takeovers Panel
Level 47 Nauru House,
80 Collins Street, Melbourne VIC 3000
Ph: +61 3 9655 3501
Nigel.morris@takeovers.gov.au