Flowtech Fluid. Regulatory News (FLO)

10 Jul 2008 07:00



Not for release, publication or distribution, in whole or in part, in or into or

from the United States, Canada or Australia or any other jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction

CASH OFFER

for

FLOMERICS GROUP PLC

by

MENTOR GRAPHICS CORPORATION

OFFER DECLARED WHOLLY UNCONDITIONAL

Introduction

On 1 July 2008, Mentor announced the terms of a revised, recommended and mandatory cash offer for the entire issued and to be issued share capital of Flomerics. The full terms and conditions of the Recommended Offer are set out in the Recommended Offer Document, which was posted to Flomerics Shareholders on 2 July 2008.

Mentor is pleased to announce that all the conditions to the Recommended Offer have now been satisfied or waived and accordingly the Recommended Offer is today declared unconditional in all respects.

Level of Acceptances

As at 3 p.m. (London time) on 9 July 2008, Mentor had received valid acceptances of the Recommended Offer from Flomerics Shareholders in respect of a total of 3,531,336 Flomerics Shares, representing approximately 15.36 per cent. of Flomerics' existing issued share capital. None of these acceptances were received from persons acting in concert with Mentor. Each of these acceptances may be counted by Mentor towards the satisfaction of the acceptance condition of the Recommended Offer.

This total number of acceptances includes acceptances received in respect of 393,359 Flomerics Shares (representing approximately 1.71 per cent. of the existing issued share capital of Flomerics) which were subject to irrevocable commitments procured by Mentor from the Directors of Flomerics.

Mentor has not yet received valid acceptances in respect of 332,166 Flomerics Shares which are the subject of irrevocable undertakings, representing approximately 1.45 per cent. of the existing issued share capital of Flomerics.

Mentor currently holds 8,713,798 Flomerics Shares. Accordingly, Mentor is the owner or has received valid acceptances in respect of 12,245,134 Flomerics Shares, representing approximately 53.27 per cent. of the existing issued share capital of Flomerics.

Accordingly, the condition of the Recommended Offer as set out in Appendix I to the Recommended Offer Document has now been satisfied.

Save as disclosed in either this announcement or in the Recommended Offer Document, neither Mentor nor, so far as Mentor is aware, any person acting in concert with Mentor, has an interest in or right to subscribe for relevant securities of Flomerics or has any short position in relation to relevant securities of Flomerics (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of any relevant securities of Flomerics nor has any such person borrowed or lent therein.

Save for the irrevocable undertakings described above, neither Mentor nor any person acting in concert with Mentor has any arrangement in relation to Flomerics Shares, or any securities convertible or exchangeable into Flomerics Shares or options (including trading

options) in respect of, or derivatives referenced to, Flomerics Shares. For these purposes, 'arrangement' includes any indemnity or option arrangement, any agreement or understanding, formal or informal, of whatever nature, relating to relevant securities which is, or may be, an inducement to deal or refrain from dealing in such securities.

As at 3 p.m. (London time) on 9 July 2008, Mentor may count 12,245,134 Flomerics Shares (representing approximately 53.27 per cent. of the existing issued share capital of Flomerics) towards satisfaction of the acceptance condition to the Recommended Offer.

Other conditions

Pursuant to the acquisitions of Flomerics Shares made by Mentor and the subsequent requirement for a mandatory offer pursuant to Rule 9 of the City Code, the acceptance condition is the only condition of the Recommended Offer and therefore all of the conditions of the Recommended Offer have now been satisfied.

Closing date of the Recommended Offer

The Recommended Offer will remain open for acceptance until further notice.

Settlement of consideration

Settlement of the consideration to accepting Flomerics Shareholders or their designated agents will be effected as set out below:

(a) in the case of acceptances received complete in all respects by today, within 14 calendar days; or

(b) in the case of acceptances received complete in all respects after today, within 14 calendar days of such receipt.

De-listing

Mentor has not attained in excess of 75 per cent. of the voting rights attaching to Flomerics Shares. Once Mentor has attained in excess of 75 per cent. of the voting rights attaching to Flomerics Shares, it intends to take steps to procure the application by Flomerics for the cancellation of the listing of Flomerics Shares on AIM and the cancellation of trading in Flomerics Shares on AIM. Following any such de-listing the liquidity and marketability of any Flomerics Shares that are not acquired by Mentor would be significantly reduced. It is Mentor's intention that, after such cancellation, Flomerics will be re-registered as a private company under the relevant provisions of the Companies Act 1985.

Further acceptances

Flomerics Shareholders who have not yet accepted the Recommended Offer and wish to do so are urged to do so as soon as possible.

Flomerics Shareholders are also advised that Mentor has instructed Canaccord Adams to purchase such Flomerics Shares as are offered in the market for 122 pence per Flomerics Share. Flomerics Shareholders who prefer to sell their Flomerics Shares, rather than accept the Recommended Offer through the acceptance procedure, should instruct their brokers to contact Canaccord Adams.

Flomerics Shareholders who hold their Flomerics Shares in certificated form and have not yet accepted the Recommended Offer are encouraged to complete, sign and return the Form of Acceptance to Computershare Investor Services PLC, Corporate Actions Projects, Bristol BS99 6AH, in accordance with the instructions set out in the Recommended Offer Document and on the Form of Acceptance.

Flomerics Shareholders who hold their Flomerics Shares in uncertificated form (that is, in CREST) and who have not yet accepted the Recommended Offer are encouraged to make an Electronic Acceptance in accordance with the instructions set out in the Recommended Offer Document.

Full details of how to accept the Recommended Offer in respect of certificated and uncertificated Flomerics Shares are set out in paragraphs 14(a) and 14(b) (respectively) of Part 2 of the Recommended Offer Document and, in the case only of certificated Flomerics Shares, the accompanying Form of Acceptance. Additional Forms of Acceptance are available from Computershare Investor Services PLC by telephone on +44 (0)870 889 3233 or at the address set out above.

Other

Terms defined in the Recommended Offer Document shall, unless the context otherwise requires, have the same meanings in this announcement. The term 'acting in concert' shall have the same meaning as in the City Code.

Enquiries:

Mentor Graphics Corporation

Ryerson Schwark Tel: +1 503 685 7000

Cenkos Securities plc 

Nicholas Wells  Tel: +44 20 7397 8900

Bell Pottinger Corporate & Financial

David Rydell

Olly Scott Tel: +44 20 7861 3232

Flomerics Group plc

Gary Carter

Keith Butcher Tel: +44 20 8487 3000

Jefferies International Limited

Andres Pieczanski

Sarah McNicholas Tel: +44 20 7029 8000

Oriel Securities Limited

Andrew Edwards

Michael Shaw Tel: +44 20 7710 7600

Citigate Dewe Rogerson

Ginny Pulbrook

Seb Hoyle Tel: +44 20 7638 9571

This press announcement does not constitute an offer or invitation to purchase any securities or a solicitation of an offer to purchase any securities, pursuant to the Recommended Offer or otherwise. The Recommended Offer is being made solely by means of the Recommended Offer Document and, in the case of Flomerics Shares held in certificated form, the accompanying Form of Acceptance which contains the full terms and conditions of the Recommended Offer, including details of how the Recommended Offer may be accepted. 

Dealing disclosure requirements

Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the 'City Code'), if any person is, or becomes, 'interested' (directly or indirectly) in one per cent. or more of any class of 'relevant securities' of Flomerics, all 'dealings' in any 'relevant securities' of Flomerics (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 pm (London time) on the London Business Day following the date of the relevant transaction.  This requirement will continue until the date on which the Recommended Offer becomes, or is declared, unconditional as to acceptance, 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 Flomerics 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 City Code, all 'dealings' in 'relevant securities' of Flomerics by Mentor or Flomerics 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 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 City 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.