AGA.L Regulatory News (AGA)

5 Dec 2006 15:00

AGA Foodservice Group PLC05 December 2006 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM THE UNITED STATES OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION FOR IMMEDIATE RELEASE 5th December 2006 Aga Foodservice Group plc ("Aga") Aga decides against making an offer for Enodis plc ("Enodis") On 2nd November 2006, Aga announced that it had made approaches to Enodisadvocating a combination of the two businesses. Since then, Aga has carried outfurther detailed analysis which has confirmed its assessment that a merger ofthe two groups would enable significant synergies to be realised. In addition,Aga has finalised terms with HSBC for the provision of a facility to fund thetransaction and the ongoing development of the combined business. Aga continues to believe that the geographical, product and financial benefitsavailable from a combination of Aga and Enodis are substantial. The Aga Boardhas, however, decided not to proceed with an offer at this stage because therequirements of Enodis shareholders regarding the terms of an offer would notpermit sufficient value creation for Aga shareholders. William McGrath, Chief Executive, Aga said: "Aga strongly believes a combinationof Aga and Enodis has compelling logic and could bring value enhancement toshareholders of both companies. However, the terms of any transaction have towork for both sides. We wish Enodis well for the future and we will continue tofocus on delivering growth through our successful strategy." Aga will provide its standard year end trading update in January and results forthe year ended 31st December 2006 will be announced on Friday 16th March 2007. For the purposes of Rule 2.8 of The City Code on Takeovers and Mergers, Agareserves the right to announce or participate in an offer for Enodis (or takeany other action that would otherwise be prohibited by Rule 2.8 in relation toEnodis) within the next six months with the agreement or recommendation of theboard of Enodis, or in the event that a third party announces a firm intentionto make an offer for Enodis, or in the event that Enodis announces a whitewashproposal or a reverse takeover. Enquiries: William McGrath, Chief Executive, Aga Foodservice Group plc - 0121 711 6015Simon Sporborg/Nina Coad, Brunswick - 020 7404 5959 This information is provided by RNS The company news service from the London Stock Exchange