Flowtech Fluid. Regulatory News (FLO)

19 May 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 Document Posted

Further to the announcement made on 9 May 2008 of a cash offer by Mentor Graphics Corporation ("Mentor") to acquire the entire issued and to be issued share capital of Flomerics Group plc ("Flomerics") (the "Offer") Mentor announces that the offer document (the "Offer Document") containing the full terms and conditions of the Offer was posted to the Flomerics Shareholders together with the Form of Acceptance on 17 May 2008. 

The first closing date of the Offer is 9 June 2008. To accept the Offer, the Form of Acceptance should be completed, signed and returned in accordance with the procedure set out in the Offer Document as soon as possible and in any event so as to be received by no later than 3:00 pm on 9 June 2008.

Copies of the Offer Document and the Form of Acceptance are available for inspection at the offices of Computershare Investor Services Plc, Corporate Actions Projects, The Pavilions, Bridgwater Road, Bristol BS99 6AH during normal business hours (9.30 am to 5.30 pm) on any weekday (weekends and public holidays excluded) while the Offer remains open for acceptance. The Offer Document is also available at the offices of Cenkos Securities plc, 6.7.8 Tokenhouse Yard, London EC2R 7AS.

Enquiries:

Mentor

Dennis Weldon

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

Definitions used in the Offer Document dated 17 May 2008 have the same meaning 

when used in this announcement, unless the context requires otherwise. 

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 Offer or otherwise. The Offer is being made solely by means of the 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 Offer, including details of how the 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 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.