Last checked at 23 May 2008 07:00
Expro International Group PLC
Not for release, publication or distribution, in whole or in part, in or into any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.
FOR IMMEDIATE RELEASE
23 May 2008
Receipt of Proposal
On 17 April 2008, The Board of Umbrellastream Limited ("Umbrellastream"), a company formed and ultimately owned by a consortium comprising funds managed or advised by Candover Partners Limited, together with Goldman Sachs Capital Partners and AlpInvest Partners N.V., and the Independent Directors of Expro (the "Independent Directors") announced that they had reached agreement on the terms of a recommended cash acquisition of the entire issued and to be issued Expro Shares at a price of 1435 pence in cash for each Expro Share, valuing the entire issued and to be issued share capital of Expro at approximately £1,605 million, subject to the satisfaction of certain conditions to be effected by a court-sanctioned scheme of arrangement.
On 18 April 2008, Halliburton Company ("Halliburton") announced that it had been in discussions with the board of Expro which may or may not lead to an offer being made for Expro. The Independent Directors have now received a proposal from Halliburton (the "Proposal") indicating that Halliburton is prepared to offer a price of 1,525 pence in cash for each Expro Share, valuing the entire issued and to be issued share capital of Expro at approximately £1,705 million. The Proposal does not amount to a firm intention to make an offer and is subject to certain pre-conditions.
A further announcement will be made in due course.
As required by the Takeover Code, Expro confirms that this announcement is not being made with the agreement and approval of Halliburton.
Unless the context otherwise requires, terms defined in the announcement dated 17 April 2008 have the same meaning in this announcement.
Enquiries:
| JPMorgan Cazenove (Financial adviser to Expro) Barry Weir / Andrew Truscott / Guy Marks | +44 20 7588 2828 |
| Weber Shandwick Financial (PR adviser to Expro) Nick Oborne / Rachel Taylor | +44 20 7067 0700 |
JPMorgan Cazenove, which is authorised and regulated in the UK by the FSA, is acting exclusively for Expro and no one else in connection with the Acquisition and will not be responsible to anyone other than Expro for providing the protections afforded to clients of JPMorgan Cazenove or for providing advice in relation to the Acquisition or any other matters referred to in this announcement.
The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. This announcement has been prepared for the purpose of complying with English law and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code, if any person is, or becomes, "interested" (directly or indirectly) in 1 per cent. or more of any class of "relevant securities" of Expro, all "dealings" in any "relevant securities" of Expro (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 p.m. (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the Scheme becomes effective in accordance with its terms, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Expro, 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 Takeover Code, all "dealings" in "relevant securities" of Expro by Umbrellastream or Halliburton or Expro, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Takeover Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.