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28 May 2008 07:00
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Not for release, publication or distribution, in whole or in part, in, into or from theΒ United States,Β Canada,Β AustraliaΒ or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.
ANNOUNCEMENT
FOR IMMEDIATE RELEASE
28Β May 2008
MENTOR GRAPHICS CORPORATION ("MENTOR") RECEIVES CLEARANCE FROM THE GERMAN FEDERAL CARTEL OFFICE IN RELATION TOΒ MENTOR'S OFFER FOR FLOMERICS GROUP PLCΒ ("FLOMERICS") (THE "OFFER")
Mentor Graphics CorporationΒ has received confirmation from the German Federal Cartel Office thatΒ Mentor's holding in Flomerics does not fulfil criteria for prohibition of Section 36 of paragraph 1 ARCΒ and accordingly condition (b) of the Offer is satisfied.
ENDS
Enquiries:
Mentor
Dennis Weldon
RyersonΒ Schwark Tel: +1 503 685 7000
CenkosΒ SecuritiesΒ plcΒ
Nicholas WellsΒ Tel: +44Β 20Β 7397 8900
BellΒ Pottinger Corporate & Financial
David Rydell
Olly Scott Tel: +44Β 20 7861 3232
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' ofΒ Flomerics, all 'dealings' in any 'relevant securities' ofΒ FlomericsΒ (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 3.30Β pm (London time) on the London BusinessΒ Day following the date of the relevant transaction.Β Β This requirement will continue until the date on which theΒ Revised OfferΒ becomes, or is declared, unconditional as to acceptance, lapses or is otherwise withdrawn or on which the 'Offer Period' otherwise ends.Β Β If two or more persons act together pursuant to an agreementΒ or understanding, whether formal or informal, to acquire an 'interest' in 'relevant securities' ofΒ FlomericsΒ 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' ofΒ FlomericsΒ byΒ MentorΒ orΒ FlomericsΒ or by any of their respective 'associates', must be disclosed by no later than 12.00 noon (London time) on the London BusinessΒ 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.Β Β 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 referencedΒ to, securities.
Terms in quotation marks are defined in the City Code, which can also be found on the Panel's website.Β Β 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.
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