RNS Number : 0711Y
Mentor Graphics Corporation
01 July 2008
Not for release, publication or distribution, in whole or in part, in, into or from the United States, Canada, Australia or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.
FOR IMMEDIATE RELEASE
1 JULY 2008
REVISED AND RECOMMENDED MANDATORY CASH OFFER FOR FLOMERICS GROUP
PLC ('FLOMERICS' OR THE 'COMPANY') BY MENTOR GRAPHICS CORPORATION ('MENTOR')
Following the announcement earlier today that the Board of Mentor and the Board of Flomerics had reached agreement on the terms of a revised and recommended cash offer, to be made by Mentor, to acquire the whole of the issued and to be issued share capital of Flomerics, the Board of Mentor now announces that, following the acquisition of 369,783 Flomerics Shares at 122 pence today, Mentor holds 7,191,498 Flomerics Shares, representing 31.3 per cent. of the existing issued share capital of Flomerics, and is therefore required to make a mandatory cash offer in accordance with Rule 9 of the City Code and has revised the terms of the Recommended Offer announced today to comply with this requirement. Accordingly, the only condition remaining is the acceptance condition in Appendix I.
Under the revised terms of the Recommended Offer, Flomerics Shareholders will continue to receive, for each Flomerics Share held, 122 pence in cash. The Recommended Offer values the entire issued and to be issued share capital of Flomerics at approximately £30.1 million. The full terms of the Recommended Offer will be set out in the Recommended Offer Document and Form of Acceptance which will be posted to Flomerics Shareholders on 2 July 2008.
Definitions used in this announcement shall be the same as the definitions in Appendix III to the announcement released earlier today.
Mentor Graphics Corporation
Ryerson Schwark Tel: +1 503 685 7000
Cenkos Securities plc
Nicholas Wells Tel: +44 20 7397 8900
Bell Pottinger Corporate & Financial
Olly Scott Tel: +44 20 7861 3232
Flomerics Group plc
Keith Butcher Tel: +44 20 8487 3000
Jefferies International Limited
Sarah McNicholas Tel: +44 20 7029 8000
Oriel Securities Limited
Michael Shaw Tel: +44 20 7710 7600
Citigate Dewe Rogerson
Seb Hoyle Tel: +44 20 7638 9571
Terms used in this summary shall have the meaning given to them in the full announcement.
Cenkos, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Mentor and no one else in connection with the Recommended Offer and will not be responsible to anyone other than Mentor for providing the protections afforded to its customers or for providing advice in relation to the Recommended Offer or in relation to the contents of this announcement or any transaction or arrangement referred to herein.
Canaccord, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Mentor and no one else in connection with the Recommended Offer and will not be responsible to anyone other than Mentor for providing the protections afforded to its customers or for providing advice in relation to the Recommended Offer or in relation to the contents of this announcement or any transaction or arrangement referred to herein.
Jefferies International Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Flomerics and no one else in connection with the Recommended Offer and, accordingly, will not be responsible to anyone other than Flomerics for providing the protections afforded to customers of Jefferies International Limited or for providing advice in relation to the Recommended Offer or in relation to the contents of this document or any transaction or arrangement or other matter referred to herein.
Oriel Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively 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 Limited or for giving advice in relation to such matters.
This announcement is not intended to and does not constitute, or form any part of, an offer or an invitation to purchase, subscribe for or otherwise acquire, sell or dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Recommended Offer or otherwise. The Recommended Offer will be made solely through the Recommended Offer Document and the Form of Acceptance, which will together contain the full terms and conditions of the Recommended Offer, including details of how to accept the Recommended Offer. Any acceptance or other response to the Recommended Offer should be made only on the basis of the information contained in the Recommended Offer Document and the Form of Acceptance. The laws of relevant jurisdictions may affect the availability of the Recommended Offer to persons not resident in the United Kingdom. Persons who are not resident in the United Kingdom, or who are subject to the laws of any jurisdiction other than the United Kingdom, should inform themselves about and observe any applicable legal and regulatory requirements. The Recommended Offer Document and the Form of Acceptance will be available for public inspection at the offices of Cenkos at 6.7.8 Tokenhouse Yard, London EC2R 7AS.
The Recommended Offer will not be made, directly or indirectly, in or into the United States or by use of mails of, or any means or instrumentality (including, without limitation, facsimile transmission, telephone or internet) of inter-state or foreign commerce of, or any facilities of a national, state or other securities exchange of the United States, nor will it be made directly or indirectly in or into Canada or Australia and the Recommended Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or from within the United States, Canada or Australia or any other such jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction. Accordingly, copies of this announcement are not being, will not be and must not be mailed or otherwise forwarded, distributed or sent in, into or from the United States, Canada or Australia or any other such jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction and persons receiving this announcement (including without limitation custodians, nominees and trustees) must not mail, or otherwise forward, distribute or send it in, into or from the United States, Canada or Australia or any other such jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction.
Cautionary statement regarding forward-looking statements
This announcement may contain forward-looking statements concerning Mentor. Generally the words 'will', 'may', 'should', 'continue', 'believes', 'expects', 'intends', 'anticipates' or similar expressions identify forward-looking statements. The forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those suggested by them. Many of these risks and uncertainties relate to factors that are beyond Mentor's abilities to control or estimate precisely, such as future market conditions and the behaviours of other market participants, and therefore undue reliance should not be placed on such statements which speak only as at the date of this announcement. Mentor assumes no obligation and does not intend to update these forward-looking statements, except as required pursuant to applicable law.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the 'City Code'), if any person is, or becomes, 'interested' (directly or indirectly) in one per cent. or more of any class of 'relevant securities' of Flomerics, all 'dealings' in any 'relevant securities' of Flomerics (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 Recommended Offer becomes, or is declared, unconditional as to acceptance, 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 Flomerics 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 City Code, all 'dealings' in 'relevant securities' of Flomerics by Mentor or 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 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 City Code, which can also be found on the 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.
REVISED CONDITION AND PRINCIPAL FURTHER TERMS OF THE RECOMMENDED OFFER
The Recommended Offer is conditional only upon valid acceptances being received (and not, where permitted, withdrawn) by not later than 3.00 pm on 16 July 2008 of the Recommended Offer (or such later time(s) and/or date(s) as Mentor may, with the consent of the Panel or in accordance with the rules of the City Code, decide) in respect of Flomerics Shares which, together with Flomerics Shares acquired or agreed to be acquired before or during the Recommended Offer, will result in Mentor and any person acting in concert with it holding Flomerics Shares carrying, in aggregate, over 50 per cent. of the voting rights then normally exercisable at general meetings of Flomerics on such basis as may be required by the Panel (including for this purpose, to the extent (if any) required by the Panel, any voting rights attaching to any shares which are unconditionally allotted or issued before the Recommended Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of conversion or subscription rights or otherwise); and for this purpose (i) Flomerics Shares which have been unconditionally allotted shall be deemed to carry the voting rights which they will carry on issue; and (ii) valid acceptances shall be treated as having been received in respect of any Flomerics Shares which are treated for the purposes of Part 28 of the Companies Act as having been acquired or contracted to be acquired by Mentor by virtue of acceptances of the Recommended Offer.
The Recommended Offer will be on terms and will be subject, inter alia, to the condition which is set out in this Appendix and those terms as are set out (or incorporated by reference) in the formal Recommended Offer Document.
Mentor reserves the right to elect to implement the acquisition of Flomerics, with the consent of the Panel if required, by way of scheme of arrangement under Part 26 of the Companies Act. In such event, such scheme will be implemented on the same terms (subject to appropriate amendment).
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