14 November 2006
FOR IMMEDIATE RELEASE 14 November 2006
POSSIBLE OFFER FOR THE COMPANY
Xaar plc ('Xaar' or the 'Company') announces that it has received an unsolicited
approach from Danaher Inc. ('Danaher') in relation to a possible offer for the
Company at between 200 - 220 pence per share in cash. After consideration, the
Board rejected this approach. Whilst an offer on these terms would represent a
premium of between 38.5 - 58.5 pence to the closing share price of 161.5 pence
on 13 November 2006, more relevantly it would represent a discount of between
118 - 138 pence to the 12 month share price high of 338 pence. The Board views
the timing of this approach as opportunistic. It continues to be confident in
the longer-term prospects of the Company in a rapidly growing market, as well as
in the strategic value of its digital ink-jet technology. Accordingly, the Board
advises shareholders to take no further action at this time.
This announcement is made without Danaher's consent. There can be no certainty
that an offer will be made nor as to the terms on which any offer might be made.
Xaar is being advised by Panmure Gordon in relation to this matter. Further
announcements will be made as and when appropriate.
Edward Farmer 020-7459-3600
In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, the
Company confirms that it has 61,701,725 ordinary shares of 10 pence each in
issue and admitted to trading on the Official List of the London Stock Exchange
under the UK International Securities Identification Number ('ISIN code')
The source of the share price data above is the Official List of the London
Stock Exchange for 2 March 2006 and 13 November 2006 respectively.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the
'Code'), if any person is, or becomes, 'interested' (directly or indirectly) in
1% or more of any class of 'relevant securities' of the Company, all 'dealings'
in any 'relevant securities' of the 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unconditional as to acceptances, lapses or is otherwise withdrawn or on which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 the Company, 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 the Company by the offeror or the Company, 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
'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.
Panmure Gordon (UK) Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting for the Company and for
no-one else in connection with the matter and will not be responsible to anyone
other than the Company for providing the protections afforded to customers of
Panmure Gordon (UK) Limited or for providing advice in connection with the
matters set out in this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange