Life Pharmacy says it has filed its previously announced takeover offer of $9.20 a share for unlisted public company Pharmacybrands.
But the offer would not be made if Pharmacybrands shareholders approved a rival bid from ProPharma at a special meeting today, Life Pharmacy said.
ProPharma wants to buythe 67 per cent of Pharmacybrands -- 676,285 shares -- owned by API Healthcare for $8.40 a share.
Pharmacybrands was formed in 2003 from the merger of Amcal Chemists, Unichem and Dispensary First. It is this country's largest pharmacy group with more than 210 stores across the country operated by licensees or franchisees.
Life Pharmacy holds a 49 per cent shareholding in 17 pharmacy companies, representing 16 of the 21 Life Pharmacy stores in New Zealand.
Its chairwoman Liz Coutts said her company would have preferred to offer shares in Life Pharmacy to Pharmacybrands shareholders, but that was impossible in the timeframe.
Life Investments, a new, wholly-owned subsidiary of Life Pharmacy, had secured loan funding for the offer from the ETF Trust -- interests associated with businessman Andrew Bagnall.
Under the terms of the funding Life Pharmacy had agreed, subject to shareholder approval, to the ETF Trust or its nominee being issued with shares representing 40 per cent of the fully diluted capital of Pharmacybrands, Life Pharmacy said.
ETF would also have a two year option to subscribe for shares which, when taken together with the 40 per cent, represented 50.01 per cent of Life Pharmacy.
If approved, the shares representing 40 per cent of Life Pharmacy would be paid for by capitalising all of the existing loan from the ETF Trust, with cash to be paid by the ETF Trust for the difference.
If Life Pharmacy failed to get the necessary 75 per cent shareholder approvals, then the interests in any Pharmacybrands shares acquired by Life Investments would revert to ETF.
Life Pharmacy shares were down 2c to 83c in mid-morning trading today.
