Xaar Regulatory News (XAR)

14 Feb 2007 07:01

Xaar PLC14 February 2007 FOR IMMEDIATE RELEASE 14 February 2007 Xaar plc DISCUSSIONS WITH DANAHER ENDED Xaar plc ("Xaar" or "the Company") announces that, further to the announcementon 14 November 2006, of an unsolicited approach received from DanaherCorporation ("Danaher") indicating a possible offer for the Company in the rangeof 200 - 220 pence per share, Xaar can confirm that there has been furthercontact between the companies and that it has received a second, informal,proposal from Danaher in relation to a possible offer for the Company. Both ofDanaher's approaches and possible offers have been highly preliminary andsubject to a number of conditions, including due diligence. After due consideration, the Board of Xaar has concluded that Danaher's latestproposal continues to undervalue the Company significantly and that Danaher'sposition has not moved sufficiently to form an acceptable basis for furtherdiscussion. Accordingly, the Company has ended discussions with Danaher. In the trading update issued on 7 December 2006, the Company reported animproved trading performance in the closing months of the year which hascontinued into the early part of 2007. The Board continues to be confident inthe longer-term prospects of the Company in a rapidly growing market, as well asthe strategic value of its ink-jet technology. A further update on trading willbe given at the time of the announcement of Xaar's final results for 2006 inmid-March. The Board re-iterates its advice that shareholders should take no further actionat this time in relation to any possible offer. Xaar is being advised by Panmure Gordon in relation to this matter. This announcement is made without Danaher's consent. Contacts Xaar plc: 01223-423663Ian Dinwoodie, Chief ExecutiveNigel Berry, Group Finance Director & DeputyChief Executive Panmure Gordon:Edward Farmer 020-7459-3600 Bankside Consultants:Steve Liebmann or Simon Bloomfield 020-7367-8883 / 07802-888159 Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the"Code"), if any person is, or becomes, "interested" (directly or indirectly) in1% or more of any class of "relevant securities" of the Company, all "dealings"in any "relevant securities" of the Company (including by means of an option inrespect of, or a derivative referenced to, any such "relevant securities") mustbe publicly disclosed by no later than 3.30 pm (London time) on the Londonbusiness day following the date of the relevant transaction. This requirementwill continue until the date on which the offer becomes, or is declared,unconditional as to acceptances, lapses or is otherwise withdrawn or on whichthe "offer period" otherwise ends. If two or more persons act together pursuantto an agreement or understanding, whether formal or informal, to acquire an"interest" in "relevant securities" of the Company, they will be deemed to be asingle person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevantsecurities" of the Company by Danaher or the Company, or by any of theirrespective "associates", must be disclosed by no later than 12.00 noon (Londontime) on the London business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Takeover Panel's website atwww.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Code, which can also be found on thePanel's website. If you are in any doubt as to whether or not you are requiredto disclose a "dealing" under Rule 8, you should consult the Panel. Panmure Gordon (UK) Limited, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority, is acting for the Company and forno-one else in connection with the matter and will not be responsible to anyoneother than the Company for providing the protections afforded to customers ofPanmure Gordon (UK) Limited or for providing advice in connection with thematters set out in this announcement. Nothing in this announcement is intended to constitute a profit forecast orestimate or to mean that Xaar's future revenue, profits or earnings willnecessarily match or exceed those for any previous period. This information is provided by RNS The company news service from the London Stock Exchange