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Update re: Approach from Cooper Industries

1st Aug 2011 07:00

RNS Number : 4594L
Laird PLC
01 August 2011
 



FOR IMMEDIATE RELEASE

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

 

 

30 July 2011

 

LAIRD PLC

 

Update on approach from Cooper Industries ("Cooper")

 

Laird PLC ("Laird") confirms that, on Friday 29 July 2011, it wrote to Cooper to inform them that senior management is prepared to meet with them to provide value related information to allow them to consider an increase in their valuation of Laird.

 

The full text of the letter is set out below.

 

Cooper confirmed it was not prepared to meet in these circumstances. In particular, Cooper has confirmed that it is not prepared to contemplate an offer at a level of 220 pence per share.

 

The Laird results announcement on 27 July 2011 outlined strong performance from its core businesses for the six months to 30 June 2011 along with medium-to-long-term targets for the business. These targets consisted of

 

·; Organic revenue growth averaging 10% per annum

·; Underlying return on sales margin of 15%

·; 2011 full year dividend of 8.0 pence to be recommended, up 27% (2010: 6.3 pence)

·; 2012 full year dividend of 10.0 pence, and 2013 full year dividend of 12.0 pence to be recommended

·; Resulting Annual compound dividend growth 2010 to 2013 of 24%

 

The Board of Laird is committed to and focused on delivering shareholder value, and remains open to constructive dialogue.

 

There can be no certainty that any possible offer will be made or as to the terms of any such offer, even if any preconditions are satisfied or waived.

 

For the purposes of Note 7 on Rule 2.4 of the Takeover Code, this announcement has not been made with the consent of Cooper.

 

A copy of this announcement will be available on the following website www.laird-plc.com. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

 

Dear Mr. Hachigian,

 

Re: Proposed Cash Offer for Laird PLC ("Laird" or the "Company")

 

Thank you for your letter concerning our proposed meeting tomorrow, your letter does not satisfy the terms of which we are prepared to meet.

 

We remain prepared to meet you and your team tomorrow to discuss value related points. This will not be due diligence, but information to allow you to indicate to the market, if you so wish, that you are prepared to offer 220p for each Laird share ex dividend.

 

We are not prepared to meet if you are not, in principle, prepared to increase your indication of value from the 200p cum dividend you have mentioned to the value shown above, and if you come to the meeting we expect you and your team to be acting in good faith to attempt to do this.

 

In addition, we wish to replace the Agenda you have provided with the redrafted Agenda attached to this letter.

 

We look forward to hearing from you confirming that you agree with the principles set out in this letter.

 

Yours sincerely,

 

Nigel J. Keen,

Chairman

 

 

Appendix: Topics for valuation discussion

 

1. Understanding of financial information provided

·; Key assumptions and drivers

 

2. Proposed restructuring of and / or exit from the Handset Antennae Business

·; Overview of plan including progress, timing and costs

·; Arrangements with Nokia

 

3. Material liabilities (break out session for Legal Counsels)

·; Summary of all material liabilities: contingent or actual

·; Pensions, potential warranties and indemnities from disposals, environmental matters, IP disputes, etc.

 

4. Organisational

·; Structure of operations

·; Management and responsibility

·; Employee information

 

5. Synergies

 

6. Product line detail

·; Financial

·; Pricing arrangements

·; R&D projects

 

 

For enquiries:

Laird PLC

Peter Hill, Chief Executive

Jonathan Silver, Finance Director

Anna Hartropp, Head of Investor Relations

Tel: 020 7468 4040

Maitland

Brian Hudspith

Tel: 07771 825606

Liz Morley

Tel: 07798 683108

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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