Restore Regulatory News (RST)

18 Sep 2006 07:09

Radstone Technology PLC18 September 2006 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM AUSTRALIA, CANADA OR JAPAN For Immediate Release 18 September 2006 Radstone Technology PLC ("Radstone" or the "Company") Response to offer document from E-tech UK Limited ("E-tech") Radstone is today posting a document to shareholders setting out a response tothe offer document from E-tech, a wholly owned subsidiary of Eurotech S.p.A.("Eurotech"). The following is the text of the letter to shareholders fromRadstone's Chairman, Rhys Williams, enclosed with the response document. 'Response to offer document from E-tech UK Limited ("E-tech") In addition to the enclosed response by your Board to the offer document fromE-tech, a wholly owned subsidiary of Eurotech S.p.A. ("Eurotech"), which setsout the reasons why your Board believes that you should reject E-tech's offer, Iam pleased to write to you attaching a copy of the announcement made today by GEFanuc Embedded Systems Inc. ("GE Fanuc") of a recommended cash offer forRadstone Technology PLC ("Radstone" or the "Company") (the "GE Fanuc offer"). The terms of GE Fanuc's recommended cash offer value each Radstone ordinaryshare at 410 pence. The GE Fanuc offer represents: • a premium of approximately 51.9 per cent. to the Closing Price of 270 pence per Radstone Share on 17 August 2006, being the last Business Day prior to the announcement by Eurotech that it had made two approaches to the Board of Radstone; • a premium of approximately 13.9 per cent. to E-tech's offer to Radstone on 1 September 2006 of 360 pence per Radstone Share; and • a premium of approximately 9.3 per cent. to the Closing Price of 375 pence per Radstone Share on 15 September 2006, being the last Business Day prior to the date of the announcement by GE Fanuc. GE Fanuc's global reach should increase the opportunities for Radstone within military embedded computing, and in addition the combination of the businesses will extend the joint product offering to the benefit of customers. On 30 August 2006 I wrote to you regarding the offer for Radstone from E-tech. In that letter I explained that your Board was unanimously of the view that the offer undervalued your Company and accordingly rejected E-tech's offer. The enclosed document summarises why your Board believes that E-tech's offer is opportunistic and fails to recognise Radstone's value, in particular: Radstone's attractive market position Radstone's strong track record and exciting growth prospects Radstone is well positioned to take advantage of a growing market In my letter dated 30 August, I also explained that your Board remained fully committed in exploring all options in order to maximise shareholder value. As part of this strategy, your Board entered into discussions with third parties with a view to soliciting a higher offer for the entire issued share capital of the Company. After careful consideration, the Board has concluded the terms of the GE Fanuc offer to be fair and reasonable and has agreed to unanimously recommend the GE Fanuc offer, which represents a significant improvement on the E-tech offer. A full offer document relating to the GE Fanuc offer will be sent to you in due course.' Enquiries: Radstone Technology PLC Tel: 01327 359 444Rhys Williams, ChairmanJeff Perrin, Chief Executive Close Brothers Corporate Finance Limited Tel: 020 7655 3100Andrew CunninghamDavid Wardrop JPMorgan Cazenove Limited Tel: 020 7588 2828Julian CazaletDavid Harvey-Evers Buchanan Communications Tel: 020 7466 5000Tim ThompsonNicola Cronk Close Brothers Corporate Finance Limited, which is regulated by The FinancialServices Authority Limited in the United Kingdom, is acting for Radstone and noone else in connection with this matter and will not be responsible to anyoneother than Radstone for providing the protections afforded to customers of CloseBrothers Corporate Finance Limited nor for providing advice in relation to thismatter. JPMorgan Cazenove Limited, which is regulated by The Financial ServicesAuthority Limited in the United Kingdom, is acting for Radstone and no one elsein connection with this matter and will not be responsible to anyone other thanRadstone for providing the protections afforded to customers of JPMorganCazenove Limited nor for providing advice in relation to this matter This information is provided by RNS The company news service from the London Stock Exchange