2nd Mar 2007 11:52
Bodycote International PLC02 March 2007 NOT FOR RELEASE PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OFAMERICA, CANADA, AUSTRALIA OR JAPAN For immediate release 2 March 2007 Bodycote International plc ("Bodycote" or the "Group") Rejection of Sulzer AG ("Sulzer") proposal for Bodycote Bodycote notes the announcement today by Sulzer in relation to a possible cashoffer for the Group at 325 pence per share and confirms that such a proposal hasbeen received and rejected by the Board. The Chairman, Chief Executive and Group Finance Director of Bodycote met withthe Chairman, Chief Executive and Chief Executive designate of Sulzer at theirrequest on 12 February 2007 and received a letter detailing their initialproposal following that meeting. The Board of Bodycote, which is being advised by Lehman Brothers and CreditSuisse, has considered their latest proposal. The Board believes that theunsolicited, conditional and unwelcome proposal as announced significantlyundervalues the Group and its prospects and therefore has been rejected. The Board firmly believes that the current strategy of the Group and the provenrecord of its management will result in continued delivery of growth andexcellent returns to shareholders. The Board believes it has an attractivefuture as an independent company and will continue to focus on enhancing returnsto its shareholders. The Board urges shareholders to take no action in respect of their shareholdingsand not to sell their shares in the market. In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, Bodycoteconfirms that its current issued share capital comprises 322,170,735 ordinaryshares of 10 pence each. The International Securities Identification Number for Bodycote's ordinaryshares is GB0006895626 Enquiries: Bodycote International plc 01625 505 300John HubbardDavid Landless Lehman Brothers 0207 102 1000Anthony FryStuart Upcraft Credit Suisse 0207 888 8888Piers de MontfortAndrew Dench Financial Dynamics 020 7831 3113Jon SimmonsAndrew Dowler Lehman Brothers International (Europe), which is authorised and regulated in theUnited Kingdom by the Financial Services Authority, is acting exclusively aslead financial adviser and joint corporate broker to Bodycote and no one else inconnection with the possible offer referred to in this announcement and will notbe responsible to anyone other than Bodycote for providing the protectionsafforded to clients of Lehman Brothers International (Europe) nor for providingadvice in relation to this announcement or any matter referred to herein. Credit Suisse Securities (Europe) Limited, which is authorised and regulated inthe United Kingdom by the Financial Services Authority, is acting exclusively asfinancial adviser and joint corporate broker to Bodycote and no one else inconnection with the possible offer referred to in this announcement and will notbe responsible to anyone other than Bodycote for providing the protectionsafforded to clients of Credit Suisse Securities (Europe) Limited nor forproviding advice in relation to this announcement or any matter referred toherein. 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. . This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Bodycote