27th Apr 2007 13:01
Sulzer AG27 April 2007 MEDIA RELEASE Sulzer AG Winterthur, April 27, 2007 Corporate Communications and Investor Relations 8401 Winterthur, Switzerland Phone +41 52 262 72 72 Fax +41 52 262 00 25 Not for release, publication or distribution, in whole or in part, in, into orfrom any Restricted Jurisdiction (as defined below). Sulzer Update on Bodycote Further to this morning's media release, Sulzer wishes to update the market asto the current status of the Bodycote situation. As noted in Sulzer'sannouncement earlier this morning, Sulzer's proposal to Bodycote is conditionalinter alia on being provided with due diligence access and the recommendation ofthe Board of Bodycote. Sulzer's proposal of 344.5p per share in cash (includingany final dividend paid) is the maximum price Sulzer is willing to offer to gaindue diligence access without a recommendation of the Board of Bodycote. Today's statements do not constitute no increase statements for the purposes ofRule 32.2 of the Takeover Code. Enquiries: SulzerDr. Gabriele Weiher, Phone: +41 52 262 20 22,Fax: +41 52 262 00 25, E-mail: [email protected] Verena Golkel (Media), Phone: +41 52 262 26 82,Fax: +41 52 262 00 25, E-mail: [email protected] UBS Investment Bank (financial adviser and broker to Sulzer)Liam Beere, Phone: +44 20 7567 8000 Maitland (PR adviser to Sulzer)Angus Maitland, Neil Bennett, Phone: +44 20 7379 5151 Notes for Editors: Sulzer was founded in 1834 in Winterthur, Switzerland, and today is active inmachinery and equipment manufacturing and surface engineering at over 120locations worldwide. The divisions are strong global players in their respectivecustomer segments, which include the oil and gas, chemical process, powergeneration, pulp and paper, automotive, and aerospace industries. This announcement does not constitute or form part of any offer or invitation tosell or purchase any securities or the solicitation of an offer to purchase,otherwise acquire, subscribe for, sell or otherwise dispose of, any securitiesor a firm intention to make an offer pursuant to Rule 2.5 of the City Code onTakeovers and Mergers (the "Code"). UBS is acting for Sulzer as financial adviser in relation to a possible offerfor Bodycote and is not acting for any other person in relation to such apossible offer. UBS will not be responsible to anyone other than Sulzer forproviding the protections afforded to its clients nor for providing advice inrelation to the contents of this announcement. In accordance with normal UK market practice, and pursuant to any exemptiverelief granted by the Securities and Exchange Commission, Sulzer and/or itssubsidiaries or their respective nominees or brokers (acting as agents) may fromtime to time make certain purchases of, or arrangements to purchase, Bodycoteshares outside the United States, other than pursuant to any offer, before orduring the period in which any such offer remains open for acceptance. Thesepurchases may occur either in the open market at prevailing prices or in privatetransactions at negotiated prices. Any information about such purchases will bedisclosed on a next day basis to a Regulatory Information Service and the Panelon Takeovers and Mergers and will be available from the Regulatory News Serviceon the London Stock Exchange website, www.londonstockexchange.com, and will becommunicated in the United States by way of an announcement. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,"interested" (directly or indirectly) in 1% or more of any class of "relevantsecurities" of Bodycote, all "dealings" in any "relevant securities" of thatcompany (including by means of an option in respect of, or a derivativereferenced to, any such "relevant securities") must be publicly disclosed by nolater than 3.30 pm (London time) on the London business day following the dateof the relevant transaction. This requirement will continue until the date onwhich the offer becomes, or is declared, unconditional as to acceptances, lapsesor is otherwise withdrawn or on which the "offer period" otherwise ends. If twoor more persons act together pursuant to an agreement or understanding, whetherformal or informal, to acquire an "interest" in "relevant securities" ofBodycote, they will be deemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevantsecurities" of Bodycote by Sulzer or Bodycote, or by any of their respective"associates", must be disclosed by no later than 12.00 noon (London time) on theLondon business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Takeover Panel's website atwww.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Code, which can also be found on thePanel's website. If you are in any doubt as to whether or not you are requiredto disclose a "dealing" under Rule 8, you should consult the Panel. Overseas Shareholders Any offer will not be made directly or indirectly, in or into, a RestrictedJurisdiction and would not be capable of acceptance from or within anyRestricted Jurisdiction. Accordingly, copies of this announcement and anydocumentation relating to any offer are not being, and must not be, directly orindirectly, mailed or otherwise forwarded, distributed or sent in or into orfrom any Restricted Jurisdiction and persons receiving such documents (includingcustodians, nominees and trustees) must not mail or otherwise forward,distribute or send any such documents in or into or from a RestrictedJurisdiction. A "Restricted Jurisdiction" means Australia, Japan or anyjurisdiction where the making or acceptance of an offer would violate the law ofthat jurisdiction. This announcement has been prepared for the purposes of complying with Englishlaw and the Code and the information disclosed may not be the same as that whichwould have been disclosed if this announcement had been prepared in accordancewith the laws and regulations of any jurisdiction outside of England. The availability of any offer or the distribution of this announcement topersons who are not resident in and citizens of the United Kingdom may beaffected by the laws of the relevant jurisdictions in which they are located orof which they are citizens. Such persons should inform themselves of, andobserve, any applicable legal or regulatory requirements of their jurisdictions. Forward-Looking Statements This announcement contains "forward-looking statements" concerning Sulzer,Bodycote and a possible offer. These statements include the possibility of atransaction and the likely form of any such transaction. Generally, the words"will", "may", "should", "continue", "believes", "expects", "intends","anticipates" or similar expressions identify forward-looking statements. Theseforward-looking statements involve risks and uncertainties that could causeactual results to differ materially from those expressed in the forward-lookingstatements. Many of these risks and uncertainties relate to factors that arebeyond the companies' ability to control or estimate precisely, such as futuremarket conditions and the behaviour of other market participants. Sulzer cangive no assurance that such expectations will prove to have been correct. Thereader is cautioned not to place undue reliance on these forward-lookingstatements, which speak only as of the date of this document and, except asotherwise required by law, Sulzer does not undertake to update any of theforward-looking statements set out herein. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Bodycote