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FirstGroup PLC (FGP)

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Wednesday 22 July, 2009

FirstGroup PLC

Statement re: National Expres

RNS Number : 1315W
FirstGroup PLC
22 July 2009


22 July 2009

FirstGroup plc ('FirstGroup')


Statement re: National Express Group PLC ('National Express' or the 'Company')

Following FirstGroup's preliminary approach to the Board of National Express on 19 June 2009 and its subsequent rejection of our proposal for an all share merger, FirstGroup has been informed by the Panel on Takeovers & Mergers that it has received a request for a 'put up or shut up' deadline from National Express.  

It was FirstGroup's intention that any potential merger of the two companies would be on a friendly and recommended basis, so as to ensure the maximum benefits of a combination would accrue to the combined group's shareholders. The merger would have created a leading British based private sector transport company able to compete even more effectively across the European and North American markets.

The 1 July 2009 pre close statement by National Express and the subsequent Department of Transport ('DfT') statement regarding the future of the Company's UK rail franchises have created considerable uncertainty around the National Express business and the strategic benefits of a combination for FirstGroup. The Board of FirstGroup has considered its position in light of these uncertainties and now believes it would be inappropriate to consider a formal offer at this time.

Commenting on the announcement, Sir Moir Lockhead, Deputy Chairman and Chief Executive of FirstGroup, said:

'In making a preliminary approach to the Board of National Express, our intention was to enter discussions with a view to seeking a recommended merger that would create a significant British transport group, in a stronger position to compete with state run companies across Europe. We believe this combination would have offered a highly compelling proposition to both sets of shareholders.' 

For the purposes of Rule 2.8 of The City Code on Takeovers and Mergers (the 'Code'), FirstGroup reserves the right to make or participate in an offer for National Express (and/ or take any other action which would otherwise be restricted under Rule 2.8 of the Code) within the next six months following the date of this announcement:

(i) following the announcement of an offer by or on behalf of a third party for National Express;

(ii) with the agreement or recommendation of the board of directors of National Express;

(iii) following the announcement by or on behalf of National Express of a 'whitewash' proposal (for the purposes of Note 1 on the dispensation from Rule 9 of the Code) or a reverse takeover; or

(iv) if there is a material change in circumstances.


J.P. Morgan Cazenove            Tel: +44 (0) 20 7588 2828

Ian Hannam

Malcolm Moir


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