27th Apr 2007 17:05
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 Sulzer does not further pursue a takeover at this stage No Offer for Bodycote Sulzer AG ("Sulzer") announces that it is no longer considering making an offerfor Bodycote International plc ("Bodycote" or the "Company"). During the courseof this morning and well in advance of the 5pm deadline set by the UK TakeoverPanel, Sulzer made an announcement describing a possible cash offer at 344.5pence per share (including any final dividend paid) for all the issued and to beissued shares of Bodycote. However, despite Sulzer's repeated attempts to engagein a constructive and friendly dialogue with Bodycote's Board with the aim ofmaking a recommended cash offer to the Bodycote shareholders, no agreement on arecommended transaction could be reached with the Board of Bodycote. Sulzer is strongly committed to a strict acquisition discipline. On March 2,2007, Sulzer publicly announced that it had sought to enter into discussionswith the Board of Bodycote regarding a recommended cash offer for the issued andto be issued share capital of Bodycote. Despite Sulzer's repeated attempts after this public announcement to engage in aconstructive and friendly dialogue with Bodycote's board of directors with theaim of making a recommended cash offer to the Bodycote shareholders, noagreement on a recommended transaction could be reached with the Board ofBodycote. For the purposes of Rule 2.8 and other relevant provisions of The City Code onTakeovers and Mergers ("City Code"), Sulzer reserves the right to announce anoffer or possible offer or participate in an offer or possible offer forBodycote and/or take any other action which would otherwise be restricted underRule 2.8 of the City Code within the next six months, in the event that: (i) the Board of Bodycote agrees to recommend such an offer; or (ii) there is an announcement by any third party of a firm intention to make anoffer for Bodycote; or (iii) Bodycote announces a "whitewash" proposal for the purposes of Rule 9 ofthe City Code or a reverse takeover. 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 securities.A "Restricted Jurisdiction" means Australia, Japan or any jurisdiction where themaking or acceptance of an offer would violate the law of that jurisdiction. 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 global players in their respectivecustomer segments, which include the oil and gas, chemical process, powergeneration, pulp and paper, automotive, and aerospace industries. Inquiries: Dr. Gabriele Weiher, Phone +41 52 262 20 22, Fax +41 52 262 00 25 [email protected] Verena Golkel (media), Phone +41 52 262 26 82, Fax +41 52 262 00 25,[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 This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Bodycote