Response to Halliburton Compa

RNS Number : 2595X

Expro International Group PLC

23 June 2008

 



Expro International Group plc

23 June 2008

Response to Halliburton Company ("Halliburton") Statement

The Independent Directors of Expro (the "Independent Committee") note Halliburton's announcement under Rule 2.8 of the Takeover Code of 20 June 2008 and its decision to terminate talks with the Independent Committee.

The Independent Committee confirms that it received a proposal from Halliburton very late on Friday, 20 June of 1,625 pence per share. The proposal was subject to a number of pre-conditions, including the requirement for Expro to enter into an agreement with Halliburton to effect a scheme of arrangement ("Scheme Agreement").

The Independent Committee had earlier stressed to Halliburton and its advisers that in order for the Independent Committee to determine that any proposal from Halliburton constituted a superior offer for Expro shareholders, and therefore to agree to enter into a Scheme Agreement, it was of critical importance that any Halliburton proposal take into account the delay in payment to Expro shareholders and execution risks associated with it.

In considering the cash value of the Halliburton proposal, the Independent Committee had to consider the amount of interest that an Expro shareholder could reasonably expect to receive on the 1,615 pence that would be paid to them between 10 July 2008 (the expected final date for settlement of consideration payable under the Umbrellastream offer) and the final settlement date with respect to the Halliburton proposal.  Accordingly, the Independent Committee determined that it was not in the best interests of Expro shareholders to commit Expro to a course of action with Halliburton which, in the view of the Independent Committee and its advisers, would have resulted in Expro shareholders ultimately receiving from Halliburton a lower value than the 1,615 pence payable to them under the Umbrellastream Offer. This determination was also made against the background that there could be no guarantee that Umbrellastream would participate in any subsequent auction between Umbrellastream and Halliburton administered by the Panel.

The Independent Committee further notes that Halliburton could have made an announcement on 20 June 2008 under Rule 2.5 of the Takeover Code of a firm offer (as opposed to requiring a scheme of arrangement) at 1,625 pence per share. This would not have required the consent of Expro and would have required Expro to postpone the First Court Hearing and the Second Court Hearing, as announced by Expro on 3 June 2008. Instead, Halliburton made an announcement under Rule 2.8 of the Takeover Code of its decision to terminate talks with the Independent Committee.

The Scheme in respect of the Umbrellastream Offer was approved by the requisite majority of Scheme Shareholders at the Scheme Meeting on 9 June 2008.  In order for the Scheme to become Effective, Expro has made an application to the Court to sanction the Scheme at the First Court Hearing on 23 June 2008 and to confirm the associated Capital Reduction and Expro's re-registration as a private company at the Second Court Hearing on 25 June 2008. The Scheme is expected to become Effective on 26 June 2008. Cheques to the Scheme Shareholders are expected to be dispatched and settlement through CREST is expected to occur on or prior to 10 July 2008.

Unless otherwise stated, capitalised terms in this announcement have the same meaning as those in the circular sent to Expro Shareholders on 9 May 2008. 

Enquiries:

JPMorgan Cazenove (financial adviser to Expro) Barry Weir  Guy Marks	[phone]
Weber Shandwick Financial (PR adviser to Expro) Nick Oborne  Rachel Taylor	[phone]

This announcement is not intended to and does not constitute or form part of any offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be made solely pursuant to the terms of the Scheme Document and the Supplementary Scheme Document, which contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any decision in respect of, or other response to, the Acquisition should be made only on the basis of the information contained in the Scheme Document and the Supplementary Scheme Document.

This announcement does not constitute a prospectus or prospectus equivalent document. 

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. This announcement has been prepared for the purpose of complying with English law and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

Copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. If the Acquisition is implemented by way of an offer (unless otherwise determined by Umbrellastream and the Consortium and permitted by applicable law and regulation), the offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, eߛmail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

Notice to US investors in Expro: The Acquisition relates to the shares of an English company and is being made by means of a scheme of arrangement provided for under English company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of United States tender offer and proxy solicitation rules. If, in the future, Umbrellastream exercises is right to implement the Acquisition by way of a takeover offer and determines to extend the offer into the United States, the Acquisition will be made in compliance with applicable United States laws and regulations. Financial information included in this announcement and the Scheme Documentation has been or will have been prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

It may be difficult for US holders of Expro Shares to enforce their rights and any claim arising out of the US federal securities laws, since Umbrellastream and Expro are located in a non-US jurisdiction, and some or all of their officers and directors may be residents of a non-US jurisdiction. US holders of Expro Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations for the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

JPMorgan Cazenove, which is authorised and regulated in the UK by the FSA, is acting exclusively for Expro and no one else in connection with the Acquisition and will not be responsible to anyone other than Expro for providing the protections afforded to clients of JPMorgan Cazenove or for providing advice in relation to the Acquisition or any other matters referred to in this announcement.

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the Takeover Code, if any person is, or becomes, "interested" (directly or indirectly) in 1 per cent. or more of any class of "relevant securities" of Expro, all "dealings" in any "relevant securities" of Expro (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 p.m. (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the Scheme becomes effective in accordance with its terms, 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 Expro, 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 Takeover Code, all "dealings" in "relevant securities" of Expro by Umbrellastream or Expro, 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 Takeover 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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