UPDATE 3-Chile's CFR raises Adcock offer to $1.2 bln

Tiisetso Motsoeneng
Friday, 13 Dec 2013 | 12:45 PM ET

* Improves offer by 1.6 pct to 12.8 bln rand

* Adcock s'holders to get 74.5 rand/share in cash and shares

* Bid based on a value of 2.334 rand per new CFR share

* CFR says confident of winning PIC approval with new offer

* Adcock shares barely changed, up 0.6 pct at 70.1 rand

(Adds Adcock comment on Bidvest's lawsuit)

JOHANNESBURG, Dec 13 (Reuters) - Chile's CFR Pharmaceuticals has raised its takeover offer for South African drugmaker Adcock Ingram by 1.6 percent to 12.8 billion rand ($1.2 billion) in cash and stock, in an attempt to win over Adcock's top shareholder.

The fate of the rare Chile-South Africa tie-up has been in doubt after Adcock's largest shareholder, state-owned Public Investment Corp (PIC), rejected the bid and local firm Bidvest launched a counter offer.

Bidvest, a sprawling conglomerate whose businesses include car sales and catering, has offered 4 billion rand in cash for more than a third of Adcock, South Africa's second-largest drugmaker.

"We are quite confident that the new offer would satisfy the requirements of the PIC," CFR Chief Executive Alejandro Weinstein told reporters on Friday, adding it had not yet approached PIC with the revised offer.

Santiago-based CFR initially offered 12.6 billion rand in cash and shares, a bid PIC would have "probably" approved if it were all in cash, a source familiar with the fund's thinking has told Reuters.

Under the revised CFR offer, shareholders would receive 74.50 rand worth of cash and shares for each Adcock share, based on a value of 2.334 rand per new CFR share. That is slightly higher than the 73.51 rand per share CFR offered last month.

The final ratio of cash to shares will only be determined after a pending rights issue by CFR.

But shares in Adcock hardly moved on the news of the sweetened offer. The stock closed up 0.6 percent at 70.15 rand, at a discount to the value of the bid and reflecting uncertainty about its fate.

The meeting where Adcock shareholders were to vote on the CFR offer has been postponed from Dec. 18 and would now be held no later than Jan. 15, Adcock and CFR said in a statement.


The new offer is also aimed at fending off the challenge from Bidvest, which went to straight to shareholders with a 70 rand per share cash offer earlier this month.

Bidvest has already built up its Adcock stake to about 7 percent, enough to torpedo the deal if PIC - which owns about 19 percent - is still not in favour of the revised offer.

The deal needs backing by shareholders holding 75 percent of Adcock to go through.

No one at PIC was immediately available to comment.

Adcock shareholders with about a 29 percent stake in the drugmaker were already in favour of the CFR offer even before Friday's 1.6 percent sweetener, saying it was the only one with clear strategic logic and which fairly valued the company.

The tie-up would create an emerging markets pharmaceutical powerhouse with presence in 23 countries and help Adcock keep up with local rival Aspen Pharmacare, which has made a push into overseas markets with a string of deals.

The CFR bid also faces a court action from Bidvest, which has asked the South African high court to block the deal arguing it was "unlawful" under South African companies law.

At the heart of the Bidvest lawsuit is the $600 million loan that CFR needs to fund the deal. Bidvest alleged CFR illegally used Adcock assets as collateral to secure the loan.

"This speculation by Bidvest has no foundation in fact and is incorrect," Adcock said in a statement, adding that it would oppose the court action.

Bidvest founder and Chief Executive Brian Joffe, who has built a conglomerate with more than $15 billion in revenue by snapping up underperforming companies, has been trying since March to increase his influence in Adcock.

But the pharmaceutical industry is unchartered territory for Joffe, leading some Adcock shareholders to worry that he may not be the right partner for the company.

($1 = 10.4227 South African rand)

(Editing by David Dolan, David Holmes and Mark Potter)