2nd Mar 2007 10:23
Sulzer AG02 March 2007 MEDIA RELEASE Sulzer AG March 2, 2007 Corporate Communications andPage 1 of 4 Investor Relations 8401 Winterthur, Switzerland Not for release, publication or distribution, in whole or in part, in, into or from anyRestricted Jurisdiction (as defined below). Approaches to the Board of Bodycote by Sulzer Following recent market speculation, Sulzer AG ("Sulzer") announces that it hassought to enter into discussions with the Board of Bodycote International plc ("Bodycote") regarding a recommended cash offer for the issued and to be issuedshare capital of Bodycote. Sulzer's approach to Bodycote is fully financed andis conditional only on limited due diligence and the recommendation of the Boardof Bodycote. Over the course of the past month, Sulzer has raised its initial proposal of 305pence per Bodycote share in cash to 315 pence and most recently to 325 pence.This latest offer of 325 pence per share represents a premium of 41% to theBodycote share price of 231.25 pence on 25 January, being the closing Bodycoteshare price on the day prior to market speculation that Bodycote had received atakeover approach. During this period, Sulzer has also spoken to a number of the largerinstitutional shareholders in Bodycote. Sulzer believes that its latest proposalfully and fairly values Bodycote, representing a multiple of 18.8 timesBodycote's reported headline earnings per share of 17.3 pence for the year ended31 December 2006, and an enterprise value multiple of 15.2 times earnings beforeinterest and tax for the year ended 31st December 2006. The Board of Bodycote has rejected Sulzer's various approaches and has notsought to enter into a dialogue with Sulzer regarding any of its proposals.Sulzer is now considering its options with regard to a possible offer forBodycote. The making of any offer, which is expected to be solely in cash, remains subjectto the recommendation of the Board of Bodycote and due diligence. Sulzerreserves the right to waive these pre-conditions in whole or in part. Thisannouncement does not amount to a firm intention to make an offer. Accordingly,there can be no certainty that any offer will be made even if the pre-conditionsare satisfied or waived. A further announcement will be made in due course. Enquiries: Sulzer Dr. Gabriele Weiher, Phone: +41 52 262 20 22, Fax: +41 52 262 00 25, E-mail: [email protected] Verena Golkel, 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, Werner Kuhn, Phone: +44 20 7567 8000 Maitland (PR adviser to Sulzer) Angus Maitland, Neil Bennett, Liz Morley, 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 core divisions are strong global players in theirrespective customer segments, which include the oil and gas, chemical process,power generation, 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. Information in this announcement relating to Bodycote has been compiled frompublished sources. The financial information relating to Bodycote has beenextracted or derived, without material adjustment, from the preliminary 2006results announcement published by Bodycote on 27 February, 2007, unlessotherwise stated. The multiple of 18.8 times Bodycote's reported headlineearnings per share of 17.3 pence for the year ended 31 December 2006 is derivedfrom the preliminary 2006 results announcement published by Bodycote on 27February, 2007. The enterprise value multiple of 15.2 times earnings beforeinterest and tax for the year ended 31 December 2006 is calculated by dividingthe enterprise value by the earnings before interest and tax as published byBodycote in the 2006 preliminary results announcement on 27 February 2007, wherethe enterprise value is calculated by adding the undiluted equity value ofBodycote, on the basis of an offer at 325 pence per share, to bank overdraftsand loans, finance leases, and minority interest, net of cash (and excludingpension liabilities), as shown in the balance sheet published by Bodycote in the2006 preliminary results announcement on the 27 February, 2007. 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