Xaar Regulatory News (XAR)

14 Nov 2006 14:58

Xaar PLC14 November 2006 FOR IMMEDIATE RELEASE 14 November 2006 Xaar plc POSSIBLE OFFER FOR THE COMPANY Xaar plc ("Xaar" or the "Company") announces that it has received an unsolicitedapproach from Danaher Inc. ("Danaher") in relation to a possible offer for theCompany at between 200 - 220 pence per share in cash. After consideration, theBoard rejected this approach. Whilst an offer on these terms would represent apremium of between 38.5 - 58.5 pence to the closing share price of 161.5 penceon 13 November 2006, more relevantly it would represent a discount of between118 - 138 pence to the 12 month share price high of 338 pence. The Board viewsthe timing of this approach as opportunistic. It continues to be confident inthe longer-term prospects of the Company in a rapidly growing market, as well asin the strategic value of its digital ink-jet technology. Accordingly, the Boardadvises shareholders to take no further action at this time. This announcement is made without Danaher's consent. There can be no certaintythat an offer will be made nor as to the terms on which any offer might be made. Xaar is being advised by Panmure Gordon in relation to this matter. Furtherannouncements will be made as and when appropriate. Contacts Panmure Gordon:Edward Farmer 020-7459-3600Mark Lander In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, theCompany confirms that it has 61,701,725 ordinary shares of 10 pence each inissue and admitted to trading on the Official List of the London Stock Exchangeunder the UK International Securities Identification Number ("ISIN code")GB0001570810. The source of the share price data above is the Official List of the LondonStock Exchange for 2 March 2006 and 13 November 2006 respectively. 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 the offeror 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. This information is provided by RNS The company news service from the London Stock Exchange