Flowtech Fluid. Regulatory News (FLO)

25 Jun 2008 16:10



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

25 June 2008

CASH OFFER FOR FLOMERICS GROUP PLC ("FLOMERICS" OR THE "COMPANY") BY MENTOR GRAPHICS CORPORATION ("MENTOR")

AUTODESK DECLINES TO BID FOR FLOMERICS

The Board of Mentor notes the announcement from Flomerics in which it confirms that Autodesk has declined to make an offer for Flomerics.

Mentor continues to believe that its cash offer represents a highly attractive proposal to Flomerics Shareholders. Mentor acquired a substantial number of shares from institutional investors at 104 pence per share and also acquired 20.1 per cent. of Flomerics share capital from Pricap, a sophisticated financial institution active in this market.

As announced by Mentor on 24 June 2008, the Offer is open for acceptance until the next closing date, which is 3.00 pm on 2 July 2008 and Mentor encourages Flomerics Shareholders to accept the Offer prior to this time. 

Mentor Graphics said: "Throughout this bid we have consistently urged shareholders not to be distracted by the possibility of another bid which may or may not materialise. Our offer remains the only one on the table and delivers excellent value to Flomerics shareholders. Before Mentor started building its stake Flomerics was trading at 50.5p." 

Enquiries:

Mentor

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

Terms used in this announcement shall have the meaning given to them in the full offer document sent to Flomerics Shareholders on 17 May 2008.

Cenkos, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Mentor and no one else in connection with the Offer and will not be responsible to anyone other than Mentor for providing the protections afforded to its customers or for providing advice in relation to the Offer or in relation to the contents of this announcement or any transaction or arrangement referred to herein.

Canaccord, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Mentor and no one else in connection with the Offer and will not be responsible to anyone other than Mentor for providing the protections afforded to its customers or for providing advice in relation to the Offer or in relation to the contents of this announcement or any transaction or arrangement referred to herein.

This announcement is not intended to and does not constitute, or form any part of, an offer or an invitation to purchase, subscribe for or otherwise acquire, sell or dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. The Offer is made solely through the Offer Document and the Form of Acceptance, which together contain the full terms and conditions of the Offer, including details of how to accept the Offer. Any acceptance or other response to the Offer should be made only on the basis of the information contained in the Offer Document and the Form of Acceptance. The laws of relevant jurisdictions may affect the availability of the Offer to persons not resident in the United Kingdom. Persons who are not resident in the United Kingdom, or who are subject to the laws of any jurisdiction other than the United Kingdom, should inform themselves about and observe any applicable legal and regulatory requirements. The Offer Document is available for public inspection at the offices of Cenkos. 

The Offer is not being made, directly or indirectly, in or into the United States or by use of mails of, or any means or instrumentality (including, without limitation, facsimile transmission, telephone or internet) of inter-state or foreign commerce of, or any facilities of a national, state or other securities exchange of the United States, nor is it being made directly or indirectly in or into Canada or Australia and the Offer is not capable of acceptance by any such use, means, instrumentality or facilities or from within the United States, Canada or Australia or any other such jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction. Accordingly, copies of this announcement are not being, will not be and must not be mailed or otherwise forwarded, distributed or sent in, into or from the United States, Canada or Australia or any other such jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction and persons receiving this announcement (including without limitation custodians, nominees and trustees) must not mail, or otherwise forward, distribute or send it in, into or from the United States, Canada or Australia or any other such jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction.

Cautionary statement regarding forward-looking statements

This announcement may contain forward-looking statements concerning Mentor. Generally the words 'will', 'may', 'should', 'continue', 'believes', 'expects', 'intends', 'anticipates' or similar expressions identify forward-looking statements. The forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those suggested by them. Many of these risks and uncertainties relate to factors that are beyond Mentor's abilities to control or estimate precisely, such as future market conditions and the behaviours of other market participants, and therefore undue reliance should not be placed on such statements which speak only as at the date of this announcement. Mentor assumes no obligation and does not intend to update these forward-looking statements, except as required pursuant to applicable law.

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.