Engage Xr Regulatory News (EXR)

18 Jun 2008 11:17



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

18 June 2008

Umbrellastream Limited

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. 

Recommended cash acquisition of Expro International Group PLC

Regulatory update

1. Regulatory update

Umbrellastream is pleased to announce that the European Commission has unconditionally cleared the proposed acquisition of Expro by Umbrellastream.

Umbrellastream also received notice of early termination of the waiting period under the provisions of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, from the Federal Trade Commission and Department of Justice Antitrust Division on 27 May 2008.

As a result, Umbrellastream has now received all antitrust consents, and has satisfied all regulatory and statutory conditions (other than the sanction of the Scheme at the First Court Hearing, confirmation of the associated Capital Reduction at the Second Court Hearing and the delivery to and registration of the relevant Court Orders and minute of reduction by the Registrar of Companies) required to complete the Acquisition.

2. Timetable

As described in the supplementary scheme document posted to Expro Shareholders on 27 May 2008 and in Expro's announcement dated 3 June 2008, Expro has agreed not to postpone or adjourn either the First Court Hearing past 23 June 2008 or the Second Court Hearing past 25 June 2008 unless an independent competing offeror announces a higher cash offer (in accordance with the requirements of Rule 2.5 of the Takeover Code) on or before 20 June 2008.

Subject to the Scheme becoming Effective, settlement of the cash consideration to which holders of the Scheme Shares are entitled will be effected within 14 days of the Effective Date. On the basis of the expected Effective Date of 26 June 2008, the settlement of the cash consideration under the Scheme will be effected on or before 10 July 2008. 

Unless otherwise stated, capitalised terms used in this announcement have the same meaning as those in Umbrellastream's announcement dated 17 April 2008 or the Scheme Document.

Enquiries:

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 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.