4th Mar 2008 17:45
Cookson Group PLC04 March 2008 4 March 2008 FOSECO ACQUISITION - US ANTI-TRUST CLEARANCE OBTAINED Cookson Group plc ("Cookson"), a leading materials science company, announcesthat it has now obtained the necessary anti-trust clearance from the UnitedStates Department of Justice in connection with the proposed acquisition (the "Acquisition") of Foseco plc ("Foseco"). Earlier today Cookson announced that ithad obtained the necessary clearance from the European Commission. The European Commission clearance is subject to a remedy package that requiresthe disposal of Foseco's Carbon Bonded Ceramics business ("CBC") and ofCookson's Hi-Tech Filters business ("Hi-Tech"). These disposals will becompleted after the Acquisition becomes effective. Disposal of CBC will alsosatisfy the conditions of the US clearance. As noted in Cookson's Circular to its shareholders on 19 December 2007 andFoseco's Circular to its shareholders on 22 February 2008, the current timetablehas shareholder approval for the Acquisition being sought at Foseco's EGM on 10March and Cookson's EGM on 11 March. The Acquisition is expected to becomeeffective on 4 April 2008. - Ends - For further information please contact Shareholder/analyst enquiries: Cookson Group plcAnna Hartropp, Investor Relations Manager Tel: +44 (0)20 7822 0000 Media enquiries: Hogarth PartnershipJohn Olsen Tel: +44 (0)20 7357 9477 Notes: About Cookson Group plc Cookson Group plc is a leading materials science company operating on aworldwide basis in Ceramics, Electronics and Precious Metals markets. The Ceramics division is the world leader in the supply of advanced flow controlrefractory products and systems to the global steel industry and a leadingsupplier of specialist ceramic products to the glass and foundry industries. Itis also a regional leader in the US, UK and Australia in the supply andinstallation of monolithic refractory linings. The Electronics division is a leading supplier of advanced surface treatment andplating chemicals and assembly materials to the automotive, construction andelectronics markets. The Precious Metals division is a leading supplier of fabricated precious metals(gold, silver, platinum, etc.) to the jewellery industry in the US, the UK,France and Spain. Products include alloy materials, semi-finished jewellerycomponents and finished jewellery. Disclaimer This announcement is not intended to and does not constitute or form any part ofan offer or invitation to sell or purchase or subscribe for any securities or asolicitation of an offer to buy any securities or the solicitation of any voteor approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition relates to the shares of a UK company and is proposed to beeffected by means of a scheme of arrangement under the laws of England andWales. A transaction effected by means of a scheme of arrangement is not subjectto the proxy solicitation or tender offer rules under the US Securities ExchangeAct of 1934, as amended. Accordingly, the scheme is subject to the disclosurerequirements, rules and practices applicable in the United Kingdom to schemes ofarrangement, which differ from the requirements of US proxy solicitation ortender offer rules. 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 per cent. or more of any class of "relevant securities" of Foseco, all "dealings" in any "relevant securities" ofFoseco (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 p.m. (London time) on the London Business Day following the dateof the relevant transaction. This requirement will continue until the date onwhich the Acquisition becomes effective, lapses or is otherwise withdrawn or onwhich the "offer period" otherwise ends. If two or more persons act togetherpursuant to an agreement or understanding, whether formal or informal, toacquire an "interest" in "relevant securities" of Foseco, they will be deemed tobe 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 Foseco by Cookson or Foseco, 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 disclosuretable, giving details of the companies in whose "relevant securities" "dealings"should be disclosed, and the number of such securities in issue, can be found onthe Panel's website at www.thetakeoverpanel.org.uk. "Interests in securities"arise, in summary, when a person has long economic exposure, whether conditionalor absolute, to changes in the price of securities. In particular, a person willbe treated as having an "interest" by virtue of the ownership or control ofsecurities, or by virtue of any option in respect of, or derivative referencedto, 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. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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