Engage Xr Regulatory News (EXR)

23 May 2008 15:58

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

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 

Revised offer

1. Introduction

The Independent Directors of Expro and the Board of Umbrellastream are pleased to announce an increase in the cash offer price of Umbrellastream Limited's recommended acquisition of Expro to 1550 pence per Expro Share (the "Revised Offer").

2. Recommendation

The Independent Directors of Expro, who have been so advised by JPMorgan Cazenove, consider the Revised Offer to be fair and reasonable. In providing its advice, JPMorgan Cazenove has taken into account the commercial assessments of the Independent Directors of Expro. Accordingly, the Independent Directors of Expro unanimously recommend that Expro Shareholders vote in favour of the resolutions relating to the Acquisition at the Meetings (or, in the event that the Acquisition is implemented by way of a takeover offer, to accept or procure acceptance of such offer) as the Independent Directors have irrevocably undertaken to do in respect of their own beneficial holdings of 110,966 Expro Shares in aggregate, representing approximately 0.10 per cent. of Expro's issued share capital. 

3. Scheme

It is proposed to implement the Revised Offer by way of amending the Scheme described in Umbrellastream's announcement dated 17 April 2008 and the Scheme Document dated 9 May 2008. 

4. Financing of the Revised Offer

Goldman Sachs International and RBC Capital Markets have confirmed that they are satisfied that sufficient resources are available to Umbrellastream to enable it to satisfy, in full, the consideration payable under the terms of the Revised Offer.

5. Disclosure of interests and irrevocable undertakings

Umbrellastream currently owns 8,597,654 Expro Shares, representing approximately 7.78 per cent. of the issued share capital of Expro. In addition, as announced on 17 April 2008, Umbrellastream has received irrevocable undertakings from the Directors of Expro to vote in favour of the resolution relating to the Scheme at the Court Meeting and the Special Resolution at the EGM in respect of their entire beneficial holdings, amounting to 409,731 Expro Shares in aggregate and representing approximately 0.37 per cent. of Expro's existing issued ordinary share capital.

The undertakings from the Directors of Expro will cease to be binding if a third party announces a firm intention to make an offer (under Rule 2.5 of the Takeover Code) to acquire all the equity share capital of Expro on or before 11.59pm on the tenth business day prior to the date of the Court Meeting and EGM which values the ordinary shares of Expro at a price per share being at least 12.5 per cent. higher than the Expro offer price. 

Further details of these irrevocable undertakings are set out in the Appendix to this announcement.

Accordingly, Umbrellastream now owns or has received irrevocable undertakings in relation to the Acquisition in respect of a total of 9,007,385 Expro Shares, representing approximately 8.16 per cent. of the issued share capital of Expro. 

The following concert parties of Umbrellastream also have interests in Expro Shares:

Save as disclosed above, no other persons acting, or presumed to be acting, in concert with Umbrellastream had interests in or rights to subscribe for Expro relevant securities or any short positions.

6. Implementation Agreement and Inducement Fee

The Implementation Agreement as described in the Scheme Document has been amended such that:

Expro agrees to pay an inducement fee of an amount equal to one per cent. of the consideration payable under the terms of the Acquisition as amended by the Revised Offer; and

Expro agrees that it will not seek to postpone or adjourn: (i) the Court Meeting or EGM past 9 June 2008; or (ii) the First Court Hearing past 23 June 2008; or (iii) the Second Court Hearing past 25 June 2008 subject to an independent competing offeror not announcing a higher cash offer (in accordance with the requirements of Rule 2.5 of the Takeover Code) on or before 20 June 2008.

7. Other

Save for the Revised Offer and the amendments to the Implementation Agreement described in paragraph 6 of this announcement, in all other respects, the Revised Offer will be subject to the Conditions and will be on the same terms set out in the Scheme Document dated 9 May 2008. Copies of the Scheme Document are displayed on the Expro website (www.exprogroup.com) and are also available for inspection at Freshfields Bruckhaus Deringer LLP, 65 Fleet Street, London EC4Y 1HS.

A letter from the Chairman of Expro in relation to this announcement will be sent to Expro shareholders shortly. 

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:

This announcement is not intended to and does not constitute or form part of any offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be made solely pursuant to the terms of the Scheme Document, which contains the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any decision in respect of, or other response to, the Acquisition should be made only on the basis of the information contained in the Scheme Document.

This announcement does not constitute a prospectus or prospectus equivalent document. 

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. In particular, the ability of persons who are not resident in the United Kingdom to vote their Expro Shares with respect to the Scheme at the Court Meeting, or to execute and deliver forms of proxy appointing another to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. 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.

Copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. If the Acquisition is implemented by way of an offer (unless otherwise determined by Umbrellastream and the Consortium and permitted by applicable law and regulation), the offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, eߛmail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

Notice to US investors in Expro: The Acquisition relates to the shares of an English company and is being made by means of a scheme of arrangement provided for under English company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of United States tender offer and proxy solicitation rules. If, in the future, Umbrellastream exercises is right to implement the Acquisition by way of a takeover offer and determines to extend the offer into the United States, the Acquisition will be made in compliance with applicable United States laws and regulations. Financial information included in this announcement and the Scheme Documentation has been or will have been prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

It may be difficult for US holders of Expro Shares to enforce their rights and any claim arising out of the US federal securities laws, since Umbrellastream and Expro are located in a non-US jurisdiction, and some or all of their officers and directors may be residents of a non-US jurisdiction. US holders of Expro Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations for the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

Goldman Sachs International, which is authorised and regulated in the UK by the FSA, is acting exclusively for Umbrellastream and no one else in connection with the Acquisition and will not be responsible to anyone other than Umbrellastream for providing the protections afforded to clients of Goldman Sachs International or for providing advice in relation to the Acquisition or any other matters referred to in this announcement.

RBC Capital Markets, which is authorised and regulated in the UK by the FSA, is acting exclusively for Umbrellastream and no one else in connection with the Acquisition and will not be responsible to anyone other than Umbrellastream for providing the protections afforded to clients of RBC Capital Markets or for providing advice in relation to the Acquisition or any other matters referred to in this announcement.

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.

Cautionary Note Regarding Forward-Looking Statements

This announcement contains certain forward-looking statements with respect to the financial condition, results of operations and business of Expro and certain plans and objectives of the Consortium and/or Umbrellastream with respect thereto. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", or other words of similar meaning. These statements are based on assumptions and assessments made by Expro, the Consortium and/or Umbrellastream in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this document could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and you are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this document. None of Expro, the Consortium and Umbrellastream assumes any obligation to update or correct the information contained in this document (whether as a result of new information, future events or otherwise), except as required by applicable law.

There are several factors which could cause actual results to differ materially from those expressed or implied in forward looking statements. Among the factors that could cause actual results to differ materially from those described in the forward looking statements are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions.

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.

APPENDIX

1. The following Directors of Expro have given irrevocable undertakings to vote in favour of the resolutions relating to the Scheme at the Court Meeting and the Special Resolution at the EGM:

2. The irrevocable undertakings from the Directors will only cease to be binding on the earlier of the following occurrences: 

the Scheme lapses or is withdrawn in accordance with its terms and Umbrellastream publicly confirms that it does not intend to implement the Acquisition by way of a takeover offer or otherwise;

the Scheme has not become effective by 6.00 p.m. on 30 September 2008 such later time or date as agreed between Umbrellastream and Expro, with the consent of the Panel (if required) and the Court may allow);

a person other than Umbrellastream or a subsidiary of Umbrellastream or any person acting in concert with Umbrellastream announces a firm intention to make an offer (in accordance with Rule 2.5 of the Takeover Code) to acquire all the equity share capital of Expro, other than that already owned by the person making the offer, on or before 11.59 p.m. on the tenth business day prior to the date of the Court Meeting and EGM and that the value of the consideration represents in the reasonable opinion of Expro's financial adviser an improvement of at least 12.5 per cent. over the value of the consideration available under the Scheme or Offer (as applicable) as at the date on which such firm intention to make an offer is announced; or

the Implementation Agreement between Umbrellastream and Expro terminates.