DIRECTORS AT Dundee life sciences firm Axis-Shield spent more than £7 million trying to prevent a hostile takeover by American healthcare technology giant Alere, it has emerged.
New filings at Companies House show the Technology Park-based former plc incurred £7.3m in bankers’ fees, legal and other costs during its ultimately unsuccessful attempt to resist the US firm in late 2011.
They also reveal a further £1.89m was spent on restructuring the business during the final weeks of the year, including severance payments to former employees after the deal received the green light from shareholders.
Former chief executive Dr Ian Gilham was the largest beneficiary picking up a total of £3.99m during the year, including contract termination and share-based payments, as well as committed pension contributions.
Axis-Shield which makes medical testing equipment used to diagnose conditions including diabetes and cardiovascular and neurodegenerative diseases, and posted annual group revenues of more than £100m and pre-tax profits of £7.5m in 2010 was finally sold to Massachusetts-headquartered Alere after months of increasingly acrimonious negotiations.
Its board had repeatedly sought to dissuade investors from Alere’s initial 460p per share offer, first made in June of that year, warning that the US firm was seeking to acquire the company “on the cheap”.
The company said it had unanimously rejected an “unsolicited and highly-preliminary” bid, which valued Axis-Shield at £230m, on the basis it “fundamentally undervalued the company and its future prospects.”
But Axis’ share price jumped by almost 50% on speculation over a deal, and Alere found enough willing sellers to acquire a rising stake of more than a fifth of its target’s stock.
Axis later admitted that Alere’s growing holding had spooked an unnamed third party, and by early October the company’s board was recommending a revised offer of 470p per share to investors.
The increase valued the company at just £5m more than the June bid, but directors said they were obliged to recommend the deal amid a risk that shares in the company could be cancelled and despite the millions they had spent attempting to stave it off.
They said Alere’s rising stake risked taking the proportion of publicly-held shares in Axis below the 25% limit which would prompt removal from the markets and the strong possibility of losses for existing shareholders.
Dr Gilham, a triathlete who has represented Great Britain in senior age group classes, resigned from the company in November 2011 and was soon followed by fellow directors as Alere took over the reins.
Despite initial fears over what the US takeover might mean for Axis’ presence in Dundee, the US company has since shown its willingness to invest in the city.
Shortly after the takeover it announced a £2m upgrade of the former Axis-Shield headquarters and production facility, which employs around 130 people.
The refurbishment was expected to help the in-vitro diagnostics firm increase its output by extending production space by around a quarter.
Pre-takeover Axis-Shield plc was structured as parent to wholly-owned trading companies based in Norway and the UK, following the merger of Oslo’s Axis Biochemicals and Dundee University spin-out Shield Diagnostics Group in 1999.
But in the documents, Alere said it anticipated the transfer of investments and management to its own subsidiaries, leaving Axis-Shield as an investment holding company only.
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