11th Aug 2006 07:00
Bank of America Corporation10 August 2006 FOR IMMEDIATE RELEASE - 10 August 2006 Announcement Regarding a Possible Offer for Enodis Plc ("Enodis") by The Middleby Corporation ("Middleby") Set out below is the text of a letter sent by Middleby to Enodis yesterday atthe request of Enodis. STRICTLY PRIVATE AND CONFIDENTIAL 9 August 2006 Letter to the chairman of Enodis: I wanted to inform you directly of Middleby's continuing interest in workingwith you and your colleagues to agree the terms of a recommended offer forEnodis. Since you and I first spoke in November 2005 concerning our interest inacquiring Enodis we have conducted extensive preparation of an offer includingfinancing and synergies. When we made our approach in May 2006 I was able toinform you that we had prepared an all cash offer of 195 pence per share forwhich financing would be available and that we needed to work with you toconfirm our view of the synergies which drove the value of our offer. We remain convinced that the logic for combining our businesses is strong andthat, if given access to perform due diligence, together we will be able tostructure a transaction that your shareholders find compelling. I have outlinedto you and your team the key items that we need to review to be able to completeour due diligence and review our proposal of 195 pence, focusing closely on thequantum and timing of synergies and with what degree of confidence we canforecast their being realised. You have told us that you are not prepared toprovide us with the help we have requested. I am conscious that our current deadline of 14 August is approaching and withoutyour engaging in detailed discussions on a timetable which is extended we willhave to withdraw our approach and announce that we will not be proceeding withan offer for the Company. You will, I am sure, understand that I must add that even if you provided us thedue diligence access that we seek there can be no guarantee that we will make anoffer or if we do make an offer that it will be more than 195 pence. Sincerely, Selim BassoulChairman of the Board Middleby requested a response to this letter by 1.00pm today, 10 August. Enodisdeclined to respond as requested, instead making it a public rejectionstatement. Middleby's position is now that: - It has a strong continuing interest in agreeing the terms of a recommended offer for Enodis. - It has been refused the due diligence access it has sought to substantiate the synergies which drive the value of its offer. - Since Middleby made its first written approach in April, Enodis has declined to provide assistance. All Middleby has received has been the information supplied to Manitowoc which Enodis was obligated to provide to Middleby. This has been highly limited in scope, with little in written form, and is insufficient to substantiate the making of an offer. - Middleby would welcome a positive and constructive engagement with Enodis which it still believes is in the best interest of both companies and their shareholders. - Middleby will not make an offer for Enodis of less than 195 pence in cash and has made clear to Enodis management that it is prepared to raise its proposal above 195 pence if additional value was found through the due diligence process. Statements in this press release or otherwise attributable to the companyregarding the company's business which are not historical fact areforward-looking statements made pursuant to the safe harbor provisions of thePrivate Securities Litigation Reform Act of 1995. The company cautions investorsthat such statements are estimates of future performance and are highlydependent upon a variety of important factors that could cause actual results todiffer materially from such statements. Such factors include volatility inearnings resulting from goodwill impairment losses; variability in financingcosts; quarterly variations in operating results; dependence on key customers;international exposure; foreign exchange and political risks affectinginternational sales; protection of trademarks, copyrights and other intellectualproperty; changing market conditions; the impact of competitive products andpricing; the timely development and market acceptance of the company's products;the availability and cost of raw materials; and other risks detailed herein andfrom time-to-time in the company's SEC filings. Dealing Disclosure Requirements Any proposal to be made to Enodis, and any potential offer by Middleby forEnodis, is subject to the UK City Code on Takeovers and Mergers (the "City Code"). Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,"interested" (directly or indirectly) in 1% or more of any class of "relevantsecurities" of Enodis, 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" of Enodis,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 Enodis by Middleby or Enodis, 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. Enquiries: Banc of America Securities - financial adviser to Middleby Paul Mullins, Managing Director Tel: +44 (0)20 7174 5343Geoff Iles, Associate Tel: +44 (0)20 7174 4522 This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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