RNS Number : 5360F
18 June 2012
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
18 June 2012
Further to recent press speculation, Melrose PLC ("Melrose") confirms that it is in discussions with the Board of Elster Group SE ("Elster") regarding a recommended cash offer for the entire issued share capital of Elster (the "Transaction").
Elster agreed to due diligence which is currently on-going, and Melrose has indicated that it would not proceed with the Transaction without a recommendation from the Board of Elster and a hard irrevocable undertaking from Elster's largest shareholder, Rembrandt Holdings S.A., which is owned by funds advised by CVC Capital Partners.
Any Transaction would be funded through a combination of new debt and a fully underwritten rights issue to existing Melrose shareholders.
The Board of Melrose will only proceed with the Transaction if it meets Melrose's acquisition criteria, including the terms on which financing for the Transaction can be raised. This will include, but not be limited to, the Melrose share price at the time of announcement.
Elster, which is incorporated in Germany, is listed on the New York Stock Exchange (NYSE: ELT) and currently has a market capitalisation of US$1.9 billion. Elster is a world leading engineering company and one of the world's largest providers of gas, electricity and water meters, gas utilisation products and related communications, networking and software solutions. Elster generated revenues of $1,869 million in 2011 from providing products and solutions for use in residential, commercial and industrial end markets, as well as transmission and distribution applications, and has one of the most extensively installed meter bases in the world. Elster's products and solutions measure and control the supply of electricity and gas and water in traditional and ''Smart Grid'' markets in 130 countries worldwide, and in total Elster has deployed more than 200 million meters over the course of the last decade. Regulatory information on Elster can be found on http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001492261&owner=exclude&count=40.
Further Cautionary Note
In certain circumstances the Transaction, if completed, could be classified as a reverse takeover under the Listing Rules of the UK Listing Authority. In such circumstance applications will need to be made to the UK Listing Authority and the London Stock Exchange for the ordinary shares of the enlarged Melrose to be admitted to the Official List and to trading on the London Stock Exchange respectively. The eligibility of the enlarged Melrose to be admitted to the Official List has not yet been agreed with the UK Listing Authority, although an application regarding the eligibility of the enlarged Melrose will be made in the event agreement is reached in relation to the Transaction. Should the Transaction proceed, a prospectus will be required to be published in relation to the application for admission to the Official List of the ordinary shares in Melrose.
Shareholders are advised that there can be no certainty that these discussions will lead to any final agreement concerning the Transaction or as to the timing or terms of any such agreement and there can be no assurance that, even if any such agreement is reached, any such transaction would be completed. Furthermore, completion of the Transaction would be conditional upon, amongst other things, Melrose shareholder approval.
A further announcement will be made as and when appropriate.
M Communications +44 (0) 20 7920 2330
Not for release, publication or distribution in whole or in part, in, into or from the United States or any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities pursuant to this announcement or otherwise. There is no certainty that the potential acquisition referred to in this announcement will lead to a binding agreement or transaction between the parties.
The distribution of this announcement in jurisdictions other than the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom will need to inform themselves about, and observe, any applicable requirements.
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