Flowtech Fluid. Regulatory News (FLO)

28 May 2008 07:00



Not for release, publication or distribution, in whole or in part, in, into or from the United States, Canada, Australia or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

ANNOUNCEMENT

FOR IMMEDIATE RELEASE

28 May 2008

MENTOR GRAPHICS CORPORATION ("MENTOR") RECEIVES CLEARANCE FROM THE GERMAN FEDERAL CARTEL OFFICE IN RELATION TO MENTOR'S OFFER FOR FLOMERICS GROUP PLC ("FLOMERICS") (THE "OFFER")

Mentor Graphics Corporation has received confirmation from the German Federal Cartel Office that Mentor's holding in Flomerics does not fulfil criteria for prohibition of Section 36 of paragraph 1 ARC and accordingly condition (b) of the Offer is satisfied.

ENDS

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

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the date on which the Revised Offer becomes, or is declared, unconditional as to acceptance, lapses or is otherwise withdrawn or on which the 'Offer Period' otherwise ends.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.