14 February 2007
FOR IMMEDIATE RELEASE 14 February 2007
DISCUSSIONS WITH DANAHER ENDED
Xaar plc ('Xaar' or 'the Company') announces that, further to the announcement
on 14 November 2006, of an unsolicited approach received from Danaher
Corporation ('Danaher') indicating a possible offer for the Company in the range
of 200 - 220 pence per share, Xaar can confirm that there has been further
contact between the companies and that it has received a second, informal,
proposal from Danaher in relation to a possible offer for the Company. Both of
Danaher's approaches and possible offers have been highly preliminary and
subject to a number of conditions, including due diligence.
After due consideration, the Board of Xaar has concluded that Danaher's latest
proposal continues to undervalue the Company significantly and that Danaher's
position has not moved sufficiently to form an acceptable basis for further
discussion. Accordingly, the Company has ended discussions with Danaher.
In the trading update issued on 7 December 2006, the Company reported an
improved trading performance in the closing months of the year which has
continued into the early part of 2007. The Board continues to be confident in
the longer-term prospects of the Company in a rapidly growing market, as well as
the strategic value of its ink-jet technology. A further update on trading will
be given at the time of the announcement of Xaar's final results for 2006 in
The Board re-iterates its advice that shareholders should take no further action
at this time in relation to any possible offer.
Xaar is being advised by Panmure Gordon in relation to this matter.
This announcement is made without Danaher's consent.
Xaar plc: 01223-423663
Ian Dinwoodie, Chief Executive
Nigel Berry, Group Finance Director & Deputy
Edward Farmer 020-7459-3600
Steve Liebmann or Simon Bloomfield 020-7367-8883 / 07802-888159
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 Danaher 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.
Nothing in this announcement is intended to constitute a profit forecast or
estimate or to mean that Xaar's future revenue, profits or earnings will
necessarily match or exceed those for any previous period.
This information is provided by RNS
The company news service from the London Stock Exchange