Flowtech Fluid. Regulatory News (FLO)

19 May 2008 13:30



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN

FOR IMMEDIATE RELEASE

19th May 2008

FLOMERICS GROUP PLC

Statement re: Posting of Offer Document following Unsolicited Offer

The Board of Directors of Flomerics Group PLC ("Flomerics" or the "Company") notes the statement by Mentor Graphics, Inc. ("Mentor") that it has posted an offer document to Flomerics shareholders in respect of its unsolicited offer for all the outstanding shares and stock options in Flomerics at a price of 104 pence per share payable in cash (the "Offer"). 

The Board of Directors of Flomerics continues to believe the Offer materially undervalues the Company and is actively engaged in assessing other alternatives available to the Company, including potential interest expressed by a number of other parties, which are the subject of ongoing discussions. Shareholders are therefore strongly urged to ignore any documents or announcements that may be made or issued by Mentor or its advisers and not to sell their valuable Flomerics shares.

David Mann, Chairman of Flomerics commented: "We have previously stated that the Offer, which is unsolicited, has been considered by the Board of Flomerics, in conjunction with its independent adviser, and we have unanimously concluded that it does not reflect the true value of Flomerics shares. As such, the Offer does not carry the recommendation of the Flomerics Board of Directors as we do not believe it is in the best interests of Flomerics shareholders." 

The Board of Directors intends to write to its shareholders in due course to explain its current position with regard to the Mentor Offer.

Any discussions with other interested parties continue to be at an early stage and there 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: 

Jefferies International Limited ("Jefferies International"), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Flomerics and no-one else in connection with the matters referred to herein and will not be responsible to anyone other than Flomerics for providing the protections afforded to clients of Jefferies International or for giving advice in relation to such matters.

Oriel Securities Limited ("Oriel Securities"), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Flomerics and no-one else in connection with the matters referred to herein and will not be responsible to anyone other than Flomerics for providing the protections afforded to clients of Oriel Securities or for giving advice in relation to such matters.

 Dealing Disclosure Requirements 

Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of Flomerics, all "dealings" in any "relevant securities" of that company (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 acceptances, 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 Nestor, 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 Code, all "dealings" in "relevant securities" of Flomerics by a potential offeror or by 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 Takeover 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 Code, which can also be found on the Takeover 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.