Engage Xr Regulatory News (EXR)

9 May 2008 13:34

Expro International Group PLC09 May 2008 Not for release, publication or distribution, in whole or in part, in into orfrom any jurisdiction where to do so would constitute a violation of therelevant laws or regulations of such jurisdiction. 9 May 2008 Recommended cash acquisition of Expro International Group PLC by 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. Posting of Scheme Document On 17 April 2008, the Board of Umbrellastream and the Independent Directors ofExpro announced that they had reached agreement on the terms of a recommendedcash acquisition of the entire issued and to be issued share capital of Expro byUmbrellastream, to be effected by means of a court-sanctioned scheme ofarrangement under part 26 of the Companies Act 2006. The Board of Expro is pleased to announce that the Scheme Document, which setsout, amongst other things, the full terms and conditions of the Scheme and anexplanatory statement, together with the action to be taken by ExproShareholders, is being posted to Expro Shareholders today. Notices convening theCourt Meeting and the EGM to be held at the offices of JPMorgan Cazenove, 20Moorgate, London EC2R 6DA on Monday 2 June 2007 at 9.00 a.m. and 9.15 a.m. (oras soon thereafter as the Court Meeting is concluded or adjourned),respectively, are contained in the Scheme Document. Subject to the satisfactionor waiver of the conditions of the Scheme, it is currently expected that theScheme will become effective on 26 June 2008. As part of the announcement of the Acquisition on 17 April 2008, Expro confirmedthat as at that date a party continued to conduct due diligence on Expro. On 18April 2008, Halliburton Company confirmed that it had been in discussions withthe Board of Expro which may or may not lead to an offer being made for Expro.Furthermore, Halliburton Company announced that any such offer, if made, wouldbe solely in cash and at a premium to the price per share proposed to be offeredby Umbrellastream. As at the date of this announcement, Halliburton Companycontinues to conduct due diligence on Expro. There can be no certainty that aformal offer will ultimately be forthcoming from Halliburton Company. Copies of the Scheme Document are displayed on the Expro website www.expro.co.ukand are also available for inspection at Freshfields Bruckhaus Deringer LLP, 65Fleet Street, London EC4Y 1HS. Unless the context otherwise requires, terms defined in the announcement dated17 April 2008 have the same meaning in this announcement. Enquiries:Candover +44 20 7489 9848John ArneyMark Dickinson Goldman Sachs Capital Partners +44 20 7774 1000Richard ButlandTill Hufnagel Goldman Sachs International +44 20 7774 1000(financial adviser to Umbrellastream)Richard Campbell-BreedenNimesh KhiroyaPhil Raper (Corporate Broking) RBC Capital Markets +44 20 7653 4000(financial adviser to Umbrellastream)Tim ChapmanLouise Mooney Tulchan Communications +44 20 7353 4200(PR adviser to Umbrellastream)Peter HewerSusanna Voyle JPMorgan Cazenove +44 20 7588 2828(financial adviser to Expro)Barry WeirAndrew TruscottGuy Marks Weber Shandwick Financial +44 20 7067 0700(PR adviser to Expro)Nick OborneRachel Taylor This announcement is not intended to and does not constitute or form part of anyoffer to sell or subscribe for or any invitation to purchase or subscribe forany securities or the solicitation of any vote or approval in any jurisdictionpursuant to the Acquisition or otherwise. The Acquisition will be made solelypursuant to the terms of the Scheme Document, which will contain the full termsand conditions of the Acquisition, including details of how to vote in respectof the Acquisition. Any decision in respect of, or other response to, theAcquisition should be made only on the basis of the information contained in theScheme Document. This announcement does not constitute a prospectus or prospectus equivalentdocument. The release, publication or distribution of this announcement in jurisdictionsother than the United Kingdom may be restricted by law and therefore any personswho are subject to the laws of any jurisdiction other than the United Kingdomshould inform themselves about, and observe, any applicable requirements. Inparticular, the ability of persons who are not resident in the United Kingdom tovote their Expro Shares with respect to the Scheme at the Court Meeting, or toexecute and deliver forms of proxy appointing another to vote at the CourtMeeting on their behalf, may be affected by the laws of the relevantjurisdictions in which they are located. This announcement has been preparedfor the purpose of complying with English law and the Takeover Code and theinformation disclosed may not be the same as that which would have beendisclosed if this announcement had been prepared in accordance with the laws ofjurisdictions outside the United Kingdom. Copies of this announcement and any formal documentation relating to theAcquisition are not being, and must not be, directly or indirectly, mailed orotherwise forwarded, distributed or sent in or into or from any RestrictedJurisdiction and persons receiving such documents (including custodians,nominees and trustees) must not mail or otherwise forward, distribute or send itin or into or from any Restricted Jurisdiction. If the Acquisition isimplemented by way of an offer (unless otherwise determined by Umbrellastreamand the Consortium and permitted by applicable law and regulation), the offermay not be made directly or indirectly, in or into, or by the use of mails orany means or instrumentality (including, but not limited to, facsimile, e-mailor other electronic transmission, telex or telephone) of interstate or foreigncommerce of, or of any facility of a national, state or other securitiesexchange of any Restricted Jurisdiction and the offer may not be capable ofacceptance by any such use, means, instrumentality or facilities. Notice to US investors in Expro: The Acquisition relates to the shares of anEnglish company and is being made by means of a scheme of arrangement providedfor under English company law. A transaction effected by means of a scheme ofarrangement is not subject to the tender offer rules or the proxy solicitationrules under the US Exchange Act. Accordingly, the Acquisition is subject to thedisclosure requirements and practices applicable in the United Kingdom toschemes of arrangement which differ from the disclosure requirements of UnitedStates tender offer and proxy solicitation rules. If, in the future,Umbrellastream exercises is right to implement the Acquisition by way of atakeover offer and determines to extend the offer into the United States, theAcquisition will be made in compliance with applicable United States laws andregulations. Financial information included in this announcement and the SchemeDocumentation has been or will have been prepared in accordance with accountingstandards applicable in the United Kingdom that may not be comparable tofinancial information of US companies or companies whose financial statementsare prepared in accordance with generally accepted accounting principles in theUnited States. It may be difficult for US holders of Expro Shares to enforce their rights andany claim arising out of the US federal securities laws, since Umbrellastreamand Expro are located in a non-US jurisdiction, and some or all of theirofficers and directors may be residents of a non-US jurisdiction. US holders ofExpro Shares may not be able to sue a non-US company or its officers ordirectors 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 subjectthemselves to a US court's judgement. Goldman Sachs International, which is authorised and regulated in the UK by theFSA, is acting exclusively for Umbrellastream and no one else in connection withthe Acquisition and will not be responsible to anyone other than Umbrellastreamfor providing the protections afforded to clients of Goldman Sachs Internationalor for providing advice in relation to the Acquisition or any other mattersreferred to in this announcement. RBC Capital Markets, which is authorised and regulated in the UK by the FSA, isacting exclusively for Umbrellastream and no one else in connection with theAcquisition and will not be responsible to anyone other than Umbrellastream forproviding the protections afforded to clients of RBC Capital Markets or forproviding advice in relation to the Acquisition or any other matters referred toin this announcement. JPMorgan Cazenove, which is authorised and regulated in the UK by the FSA, isacting exclusively for Expro and no one else in connection with the Acquisitionand will not be responsible to anyone other than Expro for providing theprotections afforded to clients of JPMorgan Cazenove or for providing advice inrelation to the Acquisition or any other matters referred to in thisannouncement. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the Takeover Code, if any person is, orbecomes, "interested" (directly or indirectly) in 1 per cent. or more of anyclass of "relevant securities" of Expro, all "dealings" in any "relevantsecurities" of Expro (including by means of an option in respect of, or aderivative referenced to, any such "relevant securities") must be publiclydisclosed by no later than 3.30 p.m. (London time) on the London business dayfollowing the date of the relevant transaction. This requirement will continueuntil the date on which the Scheme becomes effective in accordance with itsterms, lapses or is otherwise withdrawn or on which the "offer period" otherwiseends. If two or more persons act together pursuant to an agreement orunderstanding, whether formal or informal, to acquire an "interest" in "relevantsecurities" of Expro, they will be deemed to be a single person for the purposeof 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 theirrespective "associates", must be disclosed by no later than 12.00 noon (Londontime) on the London business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Takeover Panel's website atwww.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Takeover Code, which can also befound on the Panel's website. If you are in any doubt as to whether or not youare required 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 Exchange