US Anti-trust Clearance
Cookson Group PLC
04 March 2008
4 March 2008
FOSECO ACQUISITION -
US ANTI-TRUST CLEARANCE OBTAINED
Cookson Group plc ('Cookson'), a leading materials science company, announces
that it has now obtained the necessary anti-trust clearance from the United
States Department of Justice in connection with the proposed acquisition (the
'Acquisition') of Foseco plc ('Foseco'). Earlier today Cookson announced that it
had obtained the necessary clearance from the European Commission.
The European Commission clearance is subject to a remedy package that requires
the disposal of Foseco's Carbon Bonded Ceramics business ('CBC') and of
Cookson's Hi-Tech Filters business ('Hi-Tech'). These disposals will be
completed after the Acquisition becomes effective. Disposal of CBC will also
satisfy the conditions of the US clearance.
As noted in Cookson's Circular to its shareholders on 19 December 2007 and
Foseco's Circular to its shareholders on 22 February 2008, the current timetable
has shareholder approval for the Acquisition being sought at Foseco's EGM on 10
March and Cookson's EGM on 11 March. The Acquisition is expected to become
effective on 4 April 2008.
- Ends -
For further information please contact
Shareholder/analyst enquiries: Cookson Group plc
Anna Hartropp, Investor Relations Manager Tel: +44 (0)20 7822 0000
Media enquiries: Hogarth Partnership
John Olsen Tel: +44 (0)20 7357 9477
Notes:
About Cookson Group plc
Cookson Group plc is a leading materials science company operating on a
worldwide basis in Ceramics, Electronics and Precious Metals markets.
The Ceramics division is the world leader in the supply of advanced flow control
refractory products and systems to the global steel industry and a leading
supplier of specialist ceramic products to the glass and foundry industries. It
is also a regional leader in the US, UK and Australia in the supply and
installation of monolithic refractory linings.
The Electronics division is a leading supplier of advanced surface treatment and
plating chemicals and assembly materials to the automotive, construction and
electronics markets.
The Precious Metals division is a leading supplier of fabricated precious metals
(gold, silver, platinum, etc.) to the jewellery industry in the US, the UK,
France and Spain. Products include alloy materials, semi-finished jewellery
components and finished jewellery.
Disclaimer
This announcement is not intended to and does not constitute or form any part of
an offer or invitation to sell or purchase or subscribe for any securities or a
solicitation of an offer to buy any securities or the solicitation of any vote
or approval in any jurisdiction pursuant to the Acquisition or otherwise.
The Acquisition relates to the shares of a UK company and is proposed to be
effected by means of a scheme of arrangement under the laws of England and
Wales. A transaction effected by means of a scheme of arrangement is not subject
to the proxy solicitation or tender offer rules under the US Securities Exchange
Act of 1934, as amended. Accordingly, the scheme is subject to the disclosure
requirements, rules and practices applicable in the United Kingdom to schemes of
arrangement, which differ from the requirements of US proxy solicitation or
tender offer rules.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
'interested' (directly or indirectly) in 1 per cent. or more of any class of '
relevant securities' of Foseco, all 'dealings' in any 'relevant securities' of
Foseco (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 Acquisition becomes effective, 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 Foseco, 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 City Code, all 'dealings' in 'relevant
securities' of Foseco by Cookson or Foseco, 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 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 City 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.
This information is provided by RNS
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