Response to Sulzer Statement

Bodycote International PLC
27 April 2007


NOT FOR RELEASE PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF
AMERICA, CANADA, AUSTRALIA OR JAPAN

             Bodycote International plc ('Bodycote' or the 'Group')

       Response of Board of Bodycote to Sulzer AG ('Sulzer') announcement

On the morning of Monday 23rd April, immediately following the release of the Q1
trading statement, Bodycote approached Sulzer outlining  proposed terms on the
basis of which Sulzer would  be allowed to conduct limited due diligence so as
to construct an offer capable of being recommended by the Board of Bodycote.

Sulzer responded without discussion on the evening of Wednesday 25th April with
a 'final' conditional offer of 335.5p per share plus the final dividend of 4.5p,
subject to  due diligence, an extension to the deadline set by the Panel on
Takeovers and Mergers, a break fee and  the recommendation of the Board of
Bodycote.  The Board and its advisers believed that this further revised
proposal, which differed materially from the terms outlined by Bodycote to
Sulzer earlier in the week, in particular the requirement for a recommendation
from the Board at that level, continued to undervalue the Group and its
prospects significantly and therefore was rejected.  Whilst the Board of
Bodycote indicated to Sulzer that its proposed terms were not acceptable it has
always been open to discussion and has never refused such a request.

Sulzer has this morning announced a further revised and 'final' conditional
proposal of 340p plus the final dividend of 4.5p which still falls short of the
level at which the Board of Bodycote indicated on Monday that it would allow due
diligence and falls materially short of the level at which the Board would
recommend any offer. The Board is surprised that, despite making its position
very clear to Sulzer and its advisers, Sulzer has chosen to make two 'final'
offers, neither of which reaches the levels required by the Board for due
diligence let alone a recommendation.

As set out in the trading statement on Monday, the Board remains confident in
the prospects for the Group. The Board firmly believes that the current strategy
and proven track record of the management will result in continued delivery of
growth and excellent returns for shareholders.

This announcement has been made without the approval of Sulzer.   There is no
certainty that any offer will be made by Sulzer nor as to the terms on which any
offer might be made.

Enquiries:
Bodycote International plc                           01625 505 300
John Hubbard
David Landless
Financial Dynamics                                   020 7831 3113
Jon Simmons
Andrew Dowler



Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, '
interested' (directly or indirectly) in 1% or more of any class of 'relevant
securities' of Bodycote, all 'dealings' in any 'relevant securities' of that
company (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 offer becomes, or is declared, unconditional as to acceptances, 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
Bodycote, 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 Code, all 'dealings' in 'relevant
securities' of Bodycote by Sulzer or Bodycote, 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 Takeover 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 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.




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