Xaar Regulatory News (XAR)

14 Nov 2006 16:39

Danaher Corporation14 November 2006 Xaar plc Approach by Danaher Corporation Danaher notes the announcement today by Xaar plc. Danaher confirms that it madean approach to Xaar plc on 13 October 2006 with a proposed all cash offer at aprice of 200 to 220 pence per ordinary share, subject, inter alia, to a numberof waiveable preconditions including due diligence. This proposed offer rangerepresents a premium of circa 32% to circa 45% to Xaar's simple average closingprice over the past three months and circa 24% to circa 36% premium toyesterday's closing price. The Board of Xaar plc has declined to allow Danaheraccess to due diligence and has rejected the approach. Danaher is consideringits position. Neither this announcement nor Danaher's approach to Xaar plc constitute an offeror impose any obligation to make an offer for all or any part of the sharecapital of Xaar plc and, in particular, do not constitute, nor does Danahercurrently have, a firm intention to make an offer for the purposes of Rule 2.5of the Takeover Code. There can be no certainty that any offer will ultimatelybe made even if the preconditions are satisfied or waived. Enquiries Aidan Clegg, UBS Investment Bank+ 44 20 7567-8000 Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if anyperson is, or becomes, "interested" (directly or indirectly) in 1% or more ofany class of "relevant securities" of Xaar plc, all "dealings" in any "relevantsecurities" of Xaar plc (including by means of an option in respect of, or aderivative referenced to, any such "relevant securities") must be publiclydisclosed by no later than 3.30 pm (London time) on the London business dayfollowing the date of the relevant transaction. This requirement will continueuntil the date on which the offer becomes, or is declared, unconditional as toacceptances, lapses or is otherwise withdrawn or on which the "offer period"otherwise ends. If two or more persons act together pursuant to an agreement orunderstanding, whether formal or informal, to acquire an "interest" in "relevantsecurities" of Xaar plc, they will be deemed to be a single person for thepurpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevantsecurities" of Xaar plc by Danaher or Xaar plc or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on theLondon 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. This information is provided by RNS The company news service from the London Stock Exchange