Flowtech Fluid. Regulatory News (FLO)

9 May 2008 08:48

Flomerics Group PLC09 May 2008 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN FOR IMMEDIATE RELEASE 9 May 2008 FLOMERICS GROUP PLC Statement re: Unsolicited Offer The Board of Directors of Flomerics Group PLC ("Flomerics" or the "Company")notes the statement by Mentor Graphics, Inc. ("Mentor") indicating that itintends to make a public offer for all the outstanding shares and stock optionsin Flomerics at a price of 104 pence per share payable in cash (the "Offer"). The Board of Directors of Flomerics believes the Offer undervalues the Companyand intends to analyse other alternatives available to the Company, includingpotential interest expressed by a number of other parties. David Mann, the Chairman of the Board of Flomerics commented: "The Offer wasconsidered by the Board of Flomerics, in conjunction with its independentadvisers, and it was unanimously concluded that this Offer, which isunsolicited, does not reflect the true value of Flomerics shares. As such, theOffer does not carry the recommendation of the Flomerics Board of Directors as,at this stage, we do not believe it is in the best interests of Flomericsshareholders". Any discussions with other interested parties are at a preliminary stage andthere can be no certainty that an alternative offer will be forthcoming.However, shareholders are strongly recommended to take no action at this stage.A further announcement will be made in due course. Enquiries: Flomerics Group PLC Tel: 020 8487 3000 Gary Carter Keith Butcher Jefferies International Ltd Tel: 020 7029 8000 Andres Pieczanski Sarah McNicholas Oriel Securities Ltd Tel: 020 7710 7600 Andrew Edwards Michael Shaw Citigate Dewe Rogerson Tel: 020 7638 9571 Ginny Pulbrook Pursuant to Rule 2.10 of the City Code, Flomerics confirms that it has22,857,450 ordinary shares of one penny each in issue and admitted to trading onthe Alternative Investment Market of the London Stock Exchange (ISINGB0003436192). Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if anyperson is, or becomes, "interested" (directly or indirectly) in 1% or more ofany class of "relevant securities" of Flomerics, all "dealings" in any "relevantsecurities" of that company (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 pm (London time) on the London business dayfollowing the date of the relevant transaction. This requirement will continueuntil the date on which the offer becomes, or is declared, unconditional as toacceptances, lapses or is otherwise withdrawn or on which the "offer period"otherwise ends. If two or more persons act together pursuant to an agreement orunderstanding, whether formal or informal, to acquire an "interest" in "relevantsecurities" of Nestor, they will be deemed to be a single person for the purposeof Rule 8.3. Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevantsecurities" of Flomerics by a potential offeror or by Flomerics, or by any oftheir respective "associates", must be disclosed by no later than 12.00 noon(London time) on the London business day following the date of the relevanttransaction. 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 Code, which can also be found on thePanel's website. If you are in any doubt as to whether or not you are requiredto disclose a "dealing" under Rule 8, you should consult the Panel. Note to Editors Flomerics (www.flomerics.com) is a world-leading developer of engineeringsimulation software and services for analysis of fluid flow, heat transfer.Flomerics' business model is drastically different from traditional analysisbecause its software is designed to be embedded deeply into the design processand used by mainstream design engineers, not just by analysis specialists. This information is provided by RNS The company news service from the London Stock Exchange