26th Jul 2006 17:18
Euromoney Institutional InvestorPLC26 July 2006 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO AUSTRALIA, CANADA, JAPANOR THE UNITED STATES 26 July 2006 Euromoney Institutional Investor PLC ("Euromoney" or "the Company") - Final*proposed recommended offer for Metal Bulletin plc ("Metal Bulletin") Final* Proposed Offer Further to the announcement of 21 July 2006, the Board of Euromoney announcesthat it has made a final revised pre-conditional recommended offer proposal tothe Board of Metal Bulletin (the "Revised Proposal"). The Revised Proposal values each Metal Bulletin share at 400 pence andrepresents a premium of 34.0 per cent. to the closing share price on 23 June2006, the last business day prior to the announcement of the merger withWilmington Group plc ("Wilmington") (the "Merger") and a premium of 32.7 percent. to the closing share price on 14 July 2006, the last business day prior toEuromoney's original approach. Under the Revised Proposal each Metal Bulletin shareholder would receive 400pence in cash. Metal Bulletin shareholders will also be able to elect toreceive consideration in the form of new Euromoney shares subject to not morethan approximately 14 million new Euromoney shares being issued (c. 25 per cent.of the total value of the Revised Proposal). The making of any offer is subjectto the following pre-conditions (which Euromoney reserves the right to waive): • receipt of further due diligence information from Metal Bulletin; • the resolutions to approve and implement the Merger not being passed andthe proposed merger between Metal Bulletin and Wilmington not being implemented; • the entering into with Euromoney of an appropriate inducement feearrangement by Metal Bulletin; and • the recommendation of the Board of Metal Bulletin. Euromoney has requested the Board of Metal Bulletin to announce an adjournmentof the Metal Bulletin Extraordinary General Meeting ("EGM") to approve theMerger with Wilmington convened to be held on 2 August 2006. The RevisedProposal is currently being considered by the Board of Metal Bulletin. Euromoney's recommendation to Metal Bulletin shareholders The deadline for receiving Metal Bulletin shareholders' proxies for the EGM is9.30am on Monday 31 July 2006 and Metal Bulletin has irrevocable undertakingsfrom shareholders representing c. 26 per cent. of the Metal Bulletin shares inissue to vote in favour of the resolutions to approve and implement the Merger(the "Resolutions"). ACCORDINGLY METAL BULLETIN SHAREHOLDERS ARE STRONGLY URGED TO TAKE ACTION ANDVOTE AGAINST ALL THE RESOLUTIONS IN ORDER TO ENSURE THAT EUROMONEY'S REVISEDPROPOSAL CAN BE PUT TO METAL BULLETIN SHAREHOLDERS. Strategic rationale for the Revised Proposal Euromoney believes that a combination with Metal Bulletin will join together twoof the leading business to business information and events companies. Thetransaction will consolidate their leading positions in the Financial andMetals, Minerals & Mining B2B markets based on a strong portfolio of marketleading brands. The combined group will have a balanced split of revenues:approximately 32 per cent. will be derived from subscription-based products; 35per cent. of revenues will come from events; and 26 per cent. from advertising. In addition, the enlarged group will provide an enhanced platform forelectronic publishing. The combination is a good strategic fit, with many of the brands operating inareas that are closely aligned. This complementary product mix will presentopportunities to sell each others' products to a wider potential customer base.In addition, Euromoney's more widespread global operations will enhance thepotential for growth in sales of Metal Bulletin's products. There will beadditional revenue synergy opportunities and cost synergy opportunities. Conclusion Euromoney believes that the Revised Proposal would be highly attractive forMetal Bulletin shareholders and represents a very significant premium to theshare price prior to the press speculation and Metal Bulletin and Euromoneyannouncements on 21 July 2006. This announcement does not amount to a firm intention to make an offer andaccordingly, there can be no certainty that any offer will be made even if thepre-conditions are satisfied or waived. *Note: Euromoney reserves the right to increase its Revised Proposal in theevent that a competitive situation arises as described in Note 3 to Rule 32.2 ofthe Takeover Code. Enquiries: Tulchan CommunicationsAndrew HonnorPeter HewerTel: +44 (0)20 7353 4200 Dresdner KleinwortChris TrenemanClaude HerskovitsTel: +44 (0)20 7623 8000 Dresdner Kleinwort Wasserstein Limited, which is authorised and regulated by theFinancial Services Authority, is acting for Euromoney and no-one else inconnection with this matter and will not be responsible to anyone other thanEuromoney for providing the protections afforded to clients of DresdnerKleinwort Wasserstein Limited nor for providing advice in relation to thecontents of this announcement or any matters referred to herein. Dealing Disclosure Requirements 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 Euromoney or Metal Bulletin, all "dealings" in any "relevantsecurities" of Euromoney or Metal Bulletin, (including by means of an option inrespect of, or a derivative referenced to, any such "relevant securities") mustbe publicly disclosed by no later than 3.30 p.m. (London time) on the LondonBusiness Day following the date of the relevant transaction. This requirementwill continue until the date on which the offer becomes, or is declared,unconditional as to acceptances, lapses or is otherwise withdrawn or on whichthe "offer period" otherwise ends. If two or more persons act together pursuantto an agreement or understanding, whether formal or informal, to acquire an"interest" in "relevant securities" of Euromoney or Metal Bulletin, they will bedeemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevantsecurities" of Euromoney or Metal Bulletin by Euromoney or Metal Bulletin, or byany of their respective "associates", must be disclosed by no later than 12.00noon (London time) on the London Business Day following the date of the relevanttransaction. 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 Panel's website at http://www.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 City Code, which can also be foundon the Panel's website. If you are in any doubt as to whether or not you arerequired to disclose a "dealing" under Rule 8, you should consult the Panel. The distribution of this announcement in jurisdictions other than the UnitedKingdom may be restricted by law and therefore persons into whose possessionthis announcement comes should inform themselves about, and observe, suchrestrictions. Any failure to comply with the restrictions may constitute aviolation of the securities laws of any such jurisdiction. This announcementdoes not constitute an offer or an invitation to purchase or subscribe for anysecurities or a solicitation of an offer to buy any securities pursuant to thisannouncement or otherwise in any jurisdiction in which such offer orsolicitation is unlawful. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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