Flowtech Fluid. Regulatory News (FLO)

3 Jun 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 Update

In his letter to Flomerics Shareholders dated 30 May 2008, the Chairman and Chief Executive Officer of Mentor stated: "In the letter and accompanying document sent to you by your Chairman on 27 May 2008, Flomerics portrayed a superficially attractive picture, both regarding the current trading of Flomerics and its valuation. However, I wish to remind you that as well as acquiring a substantial number of shares from institutional investors at 104 pence per share, Mentor also acquired 20.1 per cent. of Flomerics share capital from Pricap, a sophisticated financial institution active in this market. Pricap also had a representative on the Board of Flomerics and, therefore, was in a position to make an informed decision as to the fair value of a Flomerics Share. I continue to believe that our cash offer is an attractive one to all shareholders."

Mentor has been asked by the Panel Executive to clarify that the decision by Pricap to sell its Flomerics Shares to Mentor, which was announced on 14 March 2008, was taken solely on the basis of publicly available information and was taken without any input from and without the knowledge of Wolfgang Biedermann, the individual that Mentor considered to be a representative of Pricap on the Flomerics Board.

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.