Last checked at 24 Jun 2008 07:00
Not for release, publication or distribution, in whole or in part, in, into or from the United States, Canada, Australia or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.
ANNOUNCEMENT
FOR IMMEDIATE RELEASE
24 June 2008
CASH OFFER FOR FLOMERICS GROUP PLC ("FLOMERICS" OR THE "COMPANY") BY MENTOR GRAPHICS CORPORATION ("MENTOR")
SECOND CLOSING DATE ACCEPTANCE LEVEL AND EXTENSION OF OFFER
Summary
The Board of Mentor announces the level of acceptances for its Offer for Flomerics at the second closing date of the Offer and the extension of its Offer until 2 July 2008.
First closing date of the Offer - acceptances
As at 3.00 pm on 23 June 2008, the second closing date of the Offer, valid acceptances had been received in respect of 503,164 Flomerics Shares representing approximately 2.19 per cent of Flomerics' existing issued share capital. Each of these acceptances may be counted by Mentor towards the satisfaction of the acceptance condition of the Offer. Mentor currently holds 6,821,715 Flomerics Shares representing approximately 29.70 per cent. of Flomerics' existing issued share capital.
Offer extended
The Offer, which remains subject to the terms and conditions set out in the Offer Document, is being extended and will remain open for acceptance until the next closing date, which will be 3.00 pm on 2 July 2008. Any further extension of the Offer will be publicly announced by 8.00am on the business day following the day on which the Offer is otherwise due to expire, or such later time or date as the Panel may agree.
Flomerics Shareholders who want to accept the Offer should complete the Form of Acceptance and send this together with their share certificates to Computershare Investor Services plc, Corporate Actions Projects, The Pavilions, Bridgwater Road, Bristol BS99 6AH, so as to be received as soon as possible and, in any event, by no later than 3.00 pm on 2 July 2008. Flomerics Shareholders who hold their shares in uncertificated form should ensure that an electronic acceptance is made through CREST as set out in the Offer Document.
Enquiries:
Mentor
Dennis Weldon
Ryerson Schwark Tel: +1 503 685 7000
Cenkos Securities plc
Nicholas Wells Tel: +44 20 7397 8900
Bell Pottinger Corporate & Financial
David Rydell
Olly Scott Tel: +44 20 7861 3232
Cenkos, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Mentor and no one else in connection with the Offer and will not be responsible to anyone other than Mentor for providing the protections afforded to its customers or for providing advice in relation to the Offer or in relation to the contents of this announcement or any transaction or arrangement referred to herein.
Canaccord, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Mentor and no one else in connection with the Offer and will not be responsible to anyone other than Mentor for providing the protections afforded to its customers or for providing advice in relation to the Offer or in relation to the contents of this announcement or any transaction or arrangement referred to herein.
This announcement is not intended to and does not constitute, or form any part of, an offer or an invitation to purchase, subscribe for or otherwise acquire, sell or dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. The Offer is made solely through the Offer Document and the Form of Acceptance, which together contain the full terms and conditions of the Offer, including details of how to accept the Offer. Any acceptance or other response to the Offer should be made only on the basis of the information contained in the Offer Document and the Form of Acceptance. The laws of relevant jurisdictions may affect the availability of the Offer to persons not resident in the United Kingdom. Persons who are not resident in the United Kingdom, or who are subject to the laws of any jurisdiction other than the United Kingdom, should inform themselves about and observe any applicable legal and regulatory requirements. The Offer Document is available for public inspection at the offices of Cenkos.
The Offer is not being made, directly or indirectly, in or into the United States or by use of mails of, or any means or instrumentality (including, without limitation, facsimile transmission, telephone or internet) of inter-state or foreign commerce of, or any facilities of a national, state or other securities exchange of the United States, nor is it being made directly or indirectly in or into Canada or Australia and the Offer is not capable of acceptance by any such use, means, instrumentality or facilities or from within the United States, Canada or Australia or any other such jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction. Accordingly, copies of this announcement are not being, will not be and must not be mailed or otherwise forwarded, distributed or sent in, into or from the United States, Canada or Australia or any other such jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction and persons receiving this announcement (including without limitation custodians, nominees and trustees) must not mail, or otherwise forward, distribute or send it in, into or from the United States, Canada or Australia or any other such jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction.
Cautionary statement regarding forward-looking statements
This announcement may contain forward-looking statements concerning Mentor. Generally the words 'will', 'may', 'should', 'continue', 'believes', 'expects', 'intends', 'anticipates' or similar expressions identify forward-looking statements. The forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those suggested by them. Many of these risks and uncertainties relate to factors that are beyond Mentor's abilities to control or estimate precisely, such as future market conditions and the behaviours of other market participants, and therefore undue reliance should not be placed on such statements which speak only as at the date of this announcement. Mentor assumes no obligation and does not intend to update these forward-looking statements, except as required pursuant to applicable law.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the 'City Code'), if any person is, or becomes, 'interested' (directly or indirectly) in one per cent. or more of any class of 'relevant securities' of Flomerics, all 'dealings' in any 'relevant securities' of Flomerics (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 acceptance, 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 Flomerics 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 Flomerics by Mentor or Flomerics 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.