27th Apr 2007 11:59
Bodycote International PLC27 April 2007 NOT FOR RELEASE PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OFAMERICA, CANADA, AUSTRALIA OR JAPAN Bodycote International plc ("Bodycote" or the "Group") Response of Board of Bodycote to Sulzer AG ("Sulzer") announcement On the morning of Monday 23rd April, immediately following the release of the Q1trading statement, Bodycote approached Sulzer outlining proposed terms on thebasis of which Sulzer would be allowed to conduct limited due diligence so asto construct an offer capable of being recommended by the Board of Bodycote. Sulzer responded without discussion on the evening of Wednesday 25th April witha "final" conditional offer of 335.5p per share plus the final dividend of 4.5p,subject to due diligence, an extension to the deadline set by the Panel onTakeovers and Mergers, a break fee and the recommendation of the Board ofBodycote. The Board and its advisers believed that this further revisedproposal, which differed materially from the terms outlined by Bodycote toSulzer earlier in the week, in particular the requirement for a recommendationfrom the Board at that level, continued to undervalue the Group and itsprospects significantly and therefore was rejected. Whilst the Board ofBodycote indicated to Sulzer that its proposed terms were not acceptable it hasalways been open to discussion and has never refused such a request. Sulzer has this morning announced a further revised and "final" conditionalproposal of 340p plus the final dividend of 4.5p which still falls short of thelevel at which the Board of Bodycote indicated on Monday that it would allow duediligence and falls materially short of the level at which the Board wouldrecommend any offer. The Board is surprised that, despite making its positionvery clear to Sulzer and its advisers, Sulzer has chosen to make two "final"offers, neither of which reaches the levels required by the Board for duediligence let alone a recommendation. As set out in the trading statement on Monday, the Board remains confident inthe prospects for the Group. The Board firmly believes that the current strategyand proven track record of the management will result in continued delivery ofgrowth and excellent returns for shareholders. This announcement has been made without the approval of Sulzer. There is nocertainty that any offer will be made by Sulzer nor as to the terms on which anyoffer might be made. Enquiries:Bodycote International plc 01625 505 300John HubbardDavid LandlessFinancial Dynamics 020 7831 3113Jon SimmonsAndrew Dowler 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