Disclosure under Rule 26 of the Takeover Code
Summary by AI BETAClose X
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
30 October 2026
RECOMMENDED CASH ACQUISITION
of
ROTORK PLC (“ROTORK”)
by
ABB LTD (“ABB”)
(through its indirect, wholly-owned subsidiary, ABB Automation Holding UK Limited (“Bidco”))
and
Proposal for the acquisition of the Rotork Preference Shares by ABB (through its indirect, wholly-owned subsidiary, Bidco)
each to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006
DISCLOSURE UNDER RULE 26 OF THE TAKEOVER CODE
On 16 July 2026, the boards of directors of Rotork and ABB announced that they had reached agreement on the terms of a recommended cash acquisition pursuant to which Bidco will acquire the entire issued and to be issued ordinary share capital of Rotork (the “Acquisition”). In connection with the Acquisition, Rotork and ABB (through Bidco) announced a proposal to the holders of Rotork Preference Shares pursuant to which Bidco will acquire the entire issued and to be issued preference share capital of Rotork (the “Preference Share Acquisition”).
The Acquisition and the Preference Share Acquisition are being implemented by way of Court sanctioned schemes of arrangement under Part 26 of the Companies Act (the “Ordinary Share Scheme” and the “Preference Share Scheme”, respectively) and each are subject to the terms and conditions set out in the circular in relation to the Ordinary Share Scheme and the Preference Share Scheme sent to Rotork Shareholders dated 6 August 2026 (the “Scheme Document”).
Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the Scheme Document.
Confidentiality Agreement
On 30 October 2026, ABB Holdco and Rotork entered into a supplementary confidentiality agreement governing the terms of disclosure to Rotork of certain confidential information relating to ABB (the “Supplementary Confidentiality Agreement”).
In accordance with Rule 26.2(c) of the Takeover Code, the Supplementary Confidentiality Agreement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Rotork’s website at www.rotork.com/en/investors and on ABB’s website at www.new.abb.com/rotorkoffer.
Enquiries
|
Rotork Alex Toms, Investor Relations Director Stuart Pain, Group General Counsel & Company Secretary
|
+44 (0) 1225 733 313 +44 (0) 1225 733 200 |
|
J.P. Morgan Cazenove (Joint Lead Financial Adviser and Corporate Broker to Rotork) Richard Perelman James Robinson Saumitra Gorani
|
+44 (0) 20 3493 8000 |
|
Rothschild & Co (Joint Lead Financial Adviser and Sole Rule 3 Adviser to Rotork) Ravi Gupta Sabina Pennings Asha Nagarajan
|
+44 (0) 20 7280 5000 |
|
Jefferies (Joint Financial Adviser and Corporate Broker to Rotork) Alex de Souza Sam Barnett Harry Le May
|
+44 (0) 20 7029 8000 |
|
Morgan Stanley (Joint Financial Adviser to Rotork) Tom Perry Karsten Hofacker Rusheel Somaiya
|
+44 (0)20 7425 8000 |
|
FTI Consulting (PR Adviser to Rotork) Nick Hasell Alex Le May Edward Knight Ben Fletcher |
+44 (0) 20 3727 1000 rotork@fticonsulting.com |
|
ABB Media Relations Eike Christian Meuter Investor Relations Ann-Sofie Nordh
|
+41 43 317 71 11 media.relations@ch.abb.com +41 43 317 71 11 investor.relations@ch.abb.com |
|
Barclays (Sole Financial Adviser to ABB) Pier Luigi Colizzi Yuri Shakhmin Aamir Khan
|
+44 (0) 20 7623 2323 |
Slaughter and May is acting as legal adviser to Rotork in connection with the Acquisition and the Preference Share Acquisition.
Freshfields LLP is acting as legal adviser to ABB and Bidco in connection with the Acquisition and the Preference Share Acquisition.
Important Notices
This announcement is for information purposes only and is not intended to, and does not, constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition or Preference Share Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities of Rotork in any jurisdiction in contravention of applicable law.
The Acquisition and the Preference Share Acquisition will be made solely by means of the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Offer Document, and if the Preference Share Acquisition is implemented by way of a takeover offer, the relevant offer document), which contains the full terms and conditions of the Acquisition and the Preference Share Acquisition.
This announcement does not constitute a prospectus or prospectus-equivalent document or a prospectus exempted document.
Application of the Takeover Code
The Rotork Preference Shares do not form part of the equity share capital of Rotork. As a result, the Takeover Code does not apply to the Preference Share Acquisition or the Preference Share Scheme, nor are the Preference Share Acquisition or the Preference Share Scheme subject to the jurisdiction of, or being regulated by, the Panel.
Disclaimers
J.P. Morgan Securities plc, which conducts its U.K. investment banking business as J.P. Morgan Cazenove (“J.P. Morgan Cazenove”), is authorised in the United Kingdom by the Prudential Regulation Authority or its successor from time to time (the “PRA”) and regulated in the United Kingdom by the PRA and the Financial Conduct Authority acting in its capacity as the competent authority for the purposes of Part VI of the UK Financial Services and Markets Act 2000 (the “FCA”). J.P. Morgan Cazenove is acting as financial adviser exclusively for Rotork and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters set out in this announcement and will not be responsible to anyone other than Rotork for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, or for providing advice in relation to any matter referred to herein.
N.M. Rothschild & Sons Limited (“Rothschild & Co”), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Rotork and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Rotork for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.
Jefferies International Limited (“Jefferies”), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Rotork and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than Rotork for providing the protections afforded to clients of Jefferies nor for providing advice in relation to any matter referred to in this announcement. Neither Jefferies nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Jefferies in connection with this announcement, any statement contained herein or otherwise.
Morgan Stanley & Co. International plc (“Morgan Stanley”), which is authorised by the PRA and regulated by the PRA and the FCA in the United Kingdom, is acting exclusively for Rotork and for no one else in connection with the Acquisition and the Preference Share Acquisition and neither Morgan Stanley nor any of its affiliates, nor their respective directors, officers, employees or agents will be responsible to anyone other than Rotork for providing the protections afforded to its clients or for providing advice in relation to the Acquisition and the Preference Share Acquisition, the contents of this announcement or any other matters referred to in this announcement.
Barclays Bank PLC, acting through its Investment Bank (“Barclays”), which is authorised by the PRA and regulated in the United Kingdom by FCA and the PRA, is acting exclusively for ABB and Bidco and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than ABB and Bidco for providing the protections afforded to clients of Barclays nor for providing advice in relation to any matter referred to in this announcement.
No person has been authorised to give any information or make any representations other than those contained in this announcement and, if given or made, such information or representations must not be relied upon as having been authorised by Rotork, the Rotork Directors, ABB, Bidco, the ABB Directors or Bidco Directors, or by J.P. Morgan Cazenove, Rothschild & Co, Jefferies, Morgan Stanley, FTI Consulting, Barclays or any other person involved in the Acquisition and the Preference Share Acquisition. Neither the publication of this announcement, the holding of the Sanction Hearing, nor the filing of the Ordinary Share Court Order or Preference Share Court Order shall, under any circumstances, create any implication that there has been no change in the affairs of the Wider Rotork Group or the Wider ABB Group since the date of this announcement or that the information in, or incorporated into, this announcement is correct as at any time subsequent to its date.
Dealing disclosure requirements
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified.
An Opening Position Disclosure must contain details of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day (as defined in the Takeover Code) following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day (as defined in the Takeover Code) following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day (as defined in the Takeover Code) following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3. Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel’s website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel’s Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
The Rotork Preference Shares do not form part of the equity share capital of Rotork under the Takeover Code. The Preference Share Scheme does not therefore constitute an offer to which the Takeover Code applies and the Preference Share Scheme is not subject to the jurisdiction of the Takeover Panel. Therefore, no dealing disclosures are required to be made under Rule 8 of the Takeover Code in respect of dealings in Rotork Preference Shares.
Publication on website
A copy of this announcement and the documents required to be published by Rule 26.1 of the Takeover Code will be made available, subject to certain restrictions relating to persons in or resident in Restricted Jurisdictions, on ABB’s website at www.new.abb.com/rotorkoffer and on Rotork’s website at www.rotork.com/en/investors by no later than 12.00 p.m. (London time) on the business day (as defined in the Takeover Code) following the date of this announcement.
For the avoidance of doubt, the contents of those websites are not incorporated into and do not form part of this announcement.
Requesting hard copies
In accordance with Rule 30.3 of the Takeover Code, Rotork Ordinary Shareholders, Rotork Preference Shareholders, persons with information rights and participants in Rotork Share Plans may request a hard copy of this announcement (and any information incorporated by reference in this announcement) by contacting Rotork’s Registrar, Equiniti, between 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday (excluding public holidays in England and Wales) on +44 (0) 371 384 2269, or by submitting a request in writing to Equiniti Limited, Highdown House, Yeoman Way, Worthing, West Sussex, BN99 6DA. For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested.
Such persons may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition and/or the Preference Share Acquisition should be in hard copy form.
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