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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.
FOR IMMEDIATE RELEASE
1 JULY 2008
REVISED AND RECOMMENDED CASH OFFER FOR FLOMERICS GROUP PLC ("FLOMERICS" OR THE "COMPANY") BY MENTOR GRAPHICS CORPORATION ("MENTOR")
Summary
The Board of Mentor and the Board of Flomerics are pleased to announce that they have reached agreement on the terms of a revised and recommended cash offer, to be made by Mentor, to acquire the whole of the issued and to be issued share capital of Flomerics.
Under the terms of the Recommended Offer, Flomerics Shareholders will receive, for each Flomerics Share held, 122 pence in cash.
The Recommended Offer values the entire issued and to be issued share capital of Flomerics at approximately £30.1 million.
The Recommended Offer represents a premium of approximately 37 per cent. to the Closing Price of 89 pence per Flomerics Share on 8 May 2008, being the last Business Day prior to the announcement of the Initial Offer, and a premium of approximately 142 per cent. to the Closing Price of 50.5 pence per Flomerics Share on 13 March 2008, being the day before the announcement of Mentor's acquisition of a 20.1 per cent. interest (at that date) in Flomerics from Pricap.
Cenkos Securities plc ("Cenkos") is acting as financial adviser and Canaccord Adams Limited ("Canaccord") is acting as co-financial adviser to Mentor and Jefferies International Limited ("Jefferies") is acting as financial adviser to Flomerics.
This summary should be read in conjunction with the full text of the following announcement and the Appendices and with the full further terms and conditions to be set out in the Recommended Offer Document and Form of Acceptance. Appendix I sets out the conditions and principal further terms of the Recommended Offer. Appendix II contains source notes relating to certain information contained in this announcement. Certain terms used in this announcement are defined in Appendix III.
Enquiries:
Mentor Graphics Corporation
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
Flomerics Group plc
Gary Carter
Keith Butcher Tel: +44 20 8487 3000
Jefferies International Limited
Andres Pieczanski
Sarah McNicholas Tel: +44 20 7029 8000
Oriel Securities Limited
Andrew Edwards
Michael Shaw Tel: +44 20 7710 7600
Citigate Dewe Rogerson
Ginny Pulbrook
Seb Hoyle Tel: +44 20 7638 9571
Terms used in this summary shall have the meaning given to them in the full announcement.
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 Recommended 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 Recommended 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 Recommended 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 Recommended Offer or in relation to the contents of this announcement or any transaction or arrangement referred to herein.
Jefferies International Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Flomerics and no one else in connection with the Recommended Offer and, accordingly, will not be responsible to anyone other than Flomerics for providing the protections afforded to customers of Jefferies International Limited or for providing advice in relation to the Recommended Offer or in relation to the contents of this document or any transaction or arrangement or other matter referred to herein.
Oriel Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Flomerics and no-one else in connection with the matters referred to herein and will not be responsible to anyone other than Flomerics for providing the protections afforded to clients of Oriel Securities Limited or for giving advice in relation to such matters.
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 Recommended Offer or otherwise. The Recommended Offer will be made solely through the Recommended Offer Document and the Form of Acceptance, which will together contain the full terms and conditions of the Recommended Offer, including details of how to accept the Recommended Offer. Any acceptance or other response to the Recommended Offer should be made only on the basis of the information contained in the Recommended Offer Document and the Form of Acceptance. The laws of relevant jurisdictions may affect the availability of the Recommended 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 Recommended Offer Document and the Form of Acceptance will be available for public inspection at the offices of Cenkos at 6.7.8 Tokenhouse Yard, London EC2R 7AS.
The Recommended Offer will not be 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 will it be made directly or indirectly in or into Canada or Australia and the Recommended Offer will not be 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 Recommended 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.
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.
FOR IMMEDIATE RELEASE
1 July 2008
REVISED AND RECOMMENDED CASH OFFER FOR FLOMERICS GROUP PLC ("FLOMERICS" OR THE "COMPANY") BY MENTOR GRAPHICS CORPORATION ("MENTOR")
Introduction
The Board of Mentor and the Board of Flomerics are pleased to announce the terms of a revised and recommended cash offer, to be made by Mentor, to acquire the whole of the issued and to be issued share capital of Flomerics.
The Recommended Offer values each issued Flomerics Share at 122 pence and the entire issued and to be issued share capital of Flomerics at approximately £30.1 million.
Summary of the Recommended Offer
Under the Recommended Offer, which will be subject to the terms and conditions set out below and in Appendix I to this announcement and the further terms and conditions to be set out in the Recommended Offer Document and the Form of Acceptance, Flomerics Shareholders will receive:
122 pence in cash for each Flomerics Share
The Recommended Offer, which is wholly in cash, values the entire issued and to be issued share capital of Flomerics at approximately £30.1 million.
The Recommended Offer represents a premium of approximately 37 per cent. to the Closing Price of 89 pence per Flomerics Share on the last Business Day prior to the announcement of the Initial Offer, and a premium of 142 per cent. to the Closing Price of 50.5 pence per Flomerics Share on 13 March 2008, being the day before the announcement of Mentor's acquisition of a 20.1 per cent. interest (at that date) in Flomerics from Pricap.
The Flomerics Shares will be acquired fully paid with full title guarantee and free from all liens, charges, equitable interests, mortgages, encumbrances, rights of pre-emption and any other third party rights or interests of any nature together with all rights now and hereafter attaching thereto, including, without limitation, the right to receive and retain in full all dividends and other distributions (if any) announced, declared, made or paid hereafter.
Recommendation
The Flomerics Directors, who have been so advised by Jefferies, consider the terms of the Recommended Offer to be fair and reasonable. In providing advice to the Flomerics Directors, Jefferies has taken into account the commercial assessments of the Flomerics Directors.
Accordingly, the Flomerics Directors unanimously recommend that Flomerics Shareholders accept the Recommended Offer as they have irrevocably undertaken to do or procure to be done in respect of their entire shareholdings and the shareholdings of any person whose interest in relevant securities a Flomerics Director is taken to be interested in pursuant to Part 22 of the Companies Act 2006, such beneficial shareholdings comprising in aggregate 725,525 Flomerics Shares representing 3.2 per cent. of Flomerics' existing issued share capital.
Acceptances
As at 3.00 p.m. on 30 June 2008, valid acceptances had been received in respect of 603,164 Flomerics Shares representing approximately 2.62 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 Recommended Offer.
Background to and reasons for the recommendation of the Recommended Offer
The Initial Offer Mentor made for Flomerics at 104 pence per share on 9 May 2008 was rejected by the Flomerics Board on the basis that it significantly undervalued the Company. The Flomerics Board's rejection of the Initial Offer was not with regard to Mentor as an offeror, but was driven wholly by the Flomerics Board's view of the fundamental value of the Company, which it firmly believes is in excess of 104 pence per share. The Flomerics Board also discussed alternative offers for the Company with a number of third parties, but these discussions did not progress and have now been discontinued.
In recent days, discussions between Mentor and Flomerics have sought to resolve the disparity between the Initial Offer and the position of the Flomerics Board's valuation of Flomerics, which was focused on the best interests of Flomerics Shareholders, and achieve a recommended offer.
The Flomerics Board believes that this Recommended Offer of 122 pence per share represents a material increase of over 17% on the Initial Offer of 104 pence and provides Flomerics shareholders the opportunity to realise the value of their investment in Flomerics at a reasonable cash price. The Flomerics Board has unanimously agreed to recommend that Flomerics Shareholders accept the Recommended Offer of 122 pence per share, which it believes is in their best interests.
Background to and reasons for the Recommended Offer
Mentor is Flomerics' largest investor, holding a total of 6,821,715 Flomerics Shares, representing approximately 29.70 per cent. of Flomerics Shares in issue at today's date.
On 14 March 2008 it was announced that Mentor had acquired Pricap's entire interest in Flomerics Shares at a price of 104 pence per share. This interest represented 20.1 per cent. of Flomerics' issued share capital as at that date. At the time of this purchase Pricap was Flomerics' largest investor. Subsequently, Mentor agreed to acquire 2,342,000 additional Flomerics Shares at a price of 104 pence per share from various shareholders including some of Flomerics' larger institutional investors.
Supported by the above purchases from shareholders and in particular the purchase from Pricap, Mentor believes that the offered price of 122 pence per share represents excellent value for Flomerics Shareholders and fully reflects the potential of Flomerics' assets.
The Board of Mentor considers the acquisition of Flomerics to be an attractive opportunity to broaden the market for Mentor's products as Flomerics' technology and products are complementary to Mentor's existing suite of electronic design automation software products and services.
Mentor believes that under its ownership and management, and with Mentor's superior financial resources, the potential and success of Flomerics' technology, technical expertise, and customer relationships can be better cultivated and significantly enhanced. An acquisition of Flomerics by Mentor is consistent with Flomerics' vision of focusing on and growing its electronics cooling and fluid flow simulation business.
The Recommended Offer represents a premium of approximately 37 per cent. to the Closing Price of 89 pence per Flomerics Share on 8 May 2008, being the last Business Day prior to the announcement of the Initial Offer and a premium of 142 per cent. to the Closing Price of 50.5 pence per Flomerics Share on 13 March 2008, being the day before the announcement of Mentor's acquisition of a 20.1 per cent. interest (at that date) in Flomerics from Pricap.
Information on Flomerics
Flomerics is an AIM quoted, world-leading player in the rapidly-expanding fields of "virtual prototyping" and Computer-Aided Engineering. Flomerics provides engineering simulation software and consultancy services for analysis of fluid flow and heat transfer. Using Flomerics' software and consultancy services, customers accelerate their design processes, optimise their proposed designs, eliminate mistakes and dramatically reduce costs by predicting product behaviour before building physical prototypes. Flomerics' approach to engineering analysis is drastically different from traditional analysis because the software is designed to be embedded deeply into the design process and used by mainstream design engineers, not only by analysis specialists.
Flomerics' software products and services are based around three distinct lines of business:
• Electronics Cooling
• Engineering Fluid Dynamics
• Heating, Ventilation and Air-Conditioning
For the financial year ended 31 December 2007, Flomerics reported, total revenues of £16.3 million (revenue from continuing operations was £14.6 million). Profit before tax, amortisation of intangible assets, goodwill impairment, share-based payments and exceptionals was £1.3 million ("adjusted PBT"). The unadjusted basic loss per share was 8.81 pence.
Information on Mentor
Mentor is a NASDAQ quoted technology leader in electronic design automation. Mentor provides software and hardware design solutions that enable its customers to develop better electronic products faster and more cost effectively. Mentor markets its products and services worldwide, primarily to companies in the military/aerospace, communications, computer, consumer electronics, semiconductor, networking, multimedia and transportation industries. Through the diversification of its customer base among these various customer markets, Mentor attempts to reduce its exposure to fluctuations within each market. Mentor sells and licenses its products through a direct sales force and a channel of distributors and sales representatives. In addition to corporate offices in the USA, Mentor has sales, support, software development and professional service offices worldwide, including approximately 180 employees in the UK engaged in engineering and sales.
The electronic systems that Mentor's customers create with its products include printed circuit boards, integrated circuits, embedded software solutions and wire harness systems. Mentor's products are used in the design and development of many electronic products, including automotive electronics, video game consoles, digital cameras, cellular telephones, computer network hubs and routers, personal computers and products enabled with the Bluetooth short-range wireless radio and networking technology. Mentor's products enable engineers to overcome increasingly complex electronic design challenges by improving the accuracy of complex designs and shrinking product time-to-market schedules.
For the financial year ended 31 January 2008, Mentor reported turnover of $879.7 million, profit of $74.3 million before tax and amortisation of purchased technology and other identified intangibles and fully diluted earnings per share of $0.32.
Financing for the Recommended Offer
The consideration payable under the Recommended Offer will be funded using Mentor's existing cash resources.
Cenkos, in its capacity as financial adviser to Mentor, has confirmed that the necessary financial resources are available to Mentor to enable it to satisfy in full the consideration payable by Mentor under the terms of the Recommended Offer.
Management and employees
Mentor attaches great importance to the skills and experience of the existing employees and management of Flomerics. Mentor holds the existing management team of Flomerics in high regard and looks forward to working with them and believes the opportunities for employees and management will be enhanced by the Mentor acquisition.
The Mentor Board has confirmed that it has no current intention to change the location of the Flomerics Group's places of business, materially change the conditions of employment of any of Flomerics employees, or have any immediate intentions to dispose of or otherwise change the use of any assets within the Flomerics Group.
The Mentor Board also confirms that, following the Recommended Offer becoming unconditional in all respects, the existing employment rights, including pension rights, of all employees of Flomerics will be fully safeguarded.
Following the Recommended Offer becoming unconditional in all respects, it is expected that the non-executive directors of Flomerics will resign from the Flomerics Board.
Flomerics Share Option Schemes
The Recommended Offer extends to any Flomerics Shares unconditionally allotted or issued and fully paid whilst the Recommended Offer remains open for acceptance (or by any such earlier time and/or date as Mentor may, subject to the City Code, determine).
Appropriate proposals will be made to the Flomerics Optionholders in connection with the Recommended Offer. Details of the proposals will be set out in a letter to Flomerics Optionholders which will be sent in due course.
Disclosure of interests in Flomerics
As at the close of business on 30 June 2008 (the latest practicable Business Day prior to the date of this announcement), Mentor was interested in 6,821,715 Flomerics Shares, representing approximately 29.70 per cent. of the existing issued share capital of Flomerics.
Save as set out above, neither Mentor nor any of the directors of Mentor, has an interest in, or has any right to subscribe for, any relevant securities of Flomerics, nor are they party to any short positions (whether conditional or absolute and whether in the money or otherwise) relating to relevant securities of Flomerics, including short positions under derivatives, agreements to sell or any delivery obligations or rights to require another person to take delivery.
Neither Mentor nor any of the directors of Mentor, has borrowed or lent any relevant securities of Flomerics nor does any such person have any arrangement in relation to relevant securities of Flomerics.
For these purposes "arrangement" includes any indemnity or option arrangement, any agreement or understanding, formal or informal, of whatever nature, relating to relevant securities of Flomerics which may be an inducement to deal or refrain from dealing in such securities.
Irrevocable undertakings
Irrevocable undertakings to accept, or procure the acceptance of, the Recommended Offer from certain of the Flomerics Directors have been received by Mentor. These undertakings relate to a total of 725,525 Flomerics Shares, representing in aggregate approximately 3.2 per cent. of Flomerics' issued share capital. Further details about these irrevocable undertakings are set out in paragraph 3 of Appendix II. These irrevocable undertakings will cease to be binding if a higher competing offer is announced by a third party and which represents an improvement of at least 10 per cent. over the value of the consideration available under the Recommended Offer.
Compulsory acquisition, de-listing and re-registration
If the Recommended Offer becomes or is declared wholly unconditional and Mentor receives acceptances under the Recommended Offer in respect of, and/or Mentor otherwise acquires, 90 per cent. or more of the Flomerics Shares to which the Recommended Offer relates, Mentor intends to exercise its rights pursuant to the provisions of sections 974 to 991 (inclusive) of the Companies Act 2006 to acquire compulsorily any remaining Flomerics Shares to which the Recommended Offer relates on the same terms as the Recommended Offer.
Subject to Mentor acquiring, by virtue of the Recommended Offer or otherwise, Flomerics Shares carrying 75 per cent. of the voting rights of Flomerics, and subject to the Recommended Offer becoming or being declared unconditional in all respects, Mentor intends to give notice in accordance with the AIM Rules for the cancellation of the admission to trading of Flomerics Shares on AIM. It is intended that Flomerics Shares will cease to be admitted to trading on AIM shortly after the Recommended Offer is declared wholly unconditional. De-listing would significantly reduce the liquidity and marketability of any Flomerics Shares which are not acquired by Mentor.
Other
The availability of the Recommended Offer to persons not resident in the UK may be affected by the laws of the relevant jurisdiction. Any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about and observe any applicable legal or regulatory requirements of their jurisdiction. Further details in relation to overseas shareholders will be contained in the Recommended Offer Document.
The Recommended Offer will be governed by English law and will be subject to the jurisdiction of the English courts. The Recommended Offer will be subject to the applicable requirements of the City Code.
Appendix I sets out the conditions and principal further terms of the Recommended Offer. Appendix II contains source notes relating to certain information contained in this announcement. Certain terms used in this announcement are defined in Appendix III.
The full terms of the Recommended Offer will be set out in the Recommended Offer Document and Form of Acceptance which will be posted to Flomerics Shareholders on 2 July 2008.
Enquiries:
Mentor Graphics Corporation
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
Flomerics Group plc
Gary Carter
Keith Butcher Tel: +44 20 8487 3000
Jefferies International Limited
Andres Pieczanski
Sarah McNicholas Tel: +44 20 7029 8000
Oriel Securities Limited
Andrew Edwards
Michael Shaw Tel: +44 20 7710 7600
Citigate Dewe Rogerson
Ginny Pulbrook
Seb Hoyle Tel: +44 20 7638 9571
Cenkos, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Mentor no one else in connection with the Recommended 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 Recommended 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 no one else in connection with the Recommended 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 Recommended Offer or in relation to the contents of this announcement or any transaction or arrangement referred to herein.
Jefferies International Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Flomerics and no one else in connection with the Recommended Offer and, accordingly, will not be responsible to anyone other than Flomerics for providing the protections afforded to customers of Jefferies International Limited or for providing advice in relation to the Recommended Offer or in relation to the contents of this document or any transaction or arrangement or other matter referred to herein.
Oriel Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Flomerics and no-one else in connection with the matters referred to herein and will not be responsible to anyone other than Flomerics for providing the protections afforded to clients of Oriel Securities Limited or for giving advice in relation to such matters.
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 Recommended Offer or otherwise. The Recommended Offer will be made solely through the Recommended Offer Document and the Form of Acceptance, which will together contain the full terms and conditions of the Recommended Offer, including details of how to accept the Recommended Offer. Any acceptance or other response to the Recommended Offer should be made only on the basis of the information contained in the Recommended Offer Document and the Form of Acceptance. The laws of relevant jurisdictions may affect the availability of the Recommended 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 Recommended Offer Document and the Form of Acceptance will be available for public inspection at the offices of Cenkos at 6.7.8 Tokenhouse Yard, London EC2R 7AS.
The Recommended Offer will not be made, directly or indirectly, in or into the United States or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile or other electronic transmission, telex or telephone) of inter-state or foreign commerce of, or any facility of, a national, state or other securities exchange of, the United States, nor will it be made directly or indirectly in or into Canada or Australia and the Recommended Offer will not be capable of acceptance by any such use, means, instrumentality or facility 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, 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 Recommended 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.
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.
APPENDIX I
CONDITIONS AND PRINCIPAL FURTHER TERMS OF THE RECOMMENDED OFFER
The Recommended Offer will be subject to the following conditions:
valid acceptances being received (and not, where permitted, withdrawn) by not later than 3.00 pm on the first closing date of the Recommended Offer (or such later time(s) and/or date(s) as Mentor may, with the consent of the Panel or in accordance with the rules of the City Code, decide) in respect of not less than 90 per cent. (or such lesser percentage as Mentor may decide) in nominal value of the Flomerics Shares to which the Recommended Offer relates and not less than 90 per cent. (or such lesser percentage as Mentor may decide) of the voting rights carried by the Flomerics Shares to which the Recommended Offer relates, provided that, unless agreed by the Panel, this condition will not be satisfied unless Mentor and/or its wholly-owned subsidiaries have acquired or agreed to acquire (pursuant to the Recommended Offer or otherwise), directly or indirectly, Flomerics Shares carrying, in aggregate, over 50 per cent. of the voting rights then normally exercisable at general meetings of Flomerics on such basis as may be required by the Panel (including for this purpose, to the extent (if any) required by the Panel, any voting rights attaching to any shares which are unconditionally allotted or issued before the Recommended Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of conversion or subscription rights or otherwise); and for this purpose (i) the expression "Flomerics Shares to which the Recommended Offer relates" shall be construed in accordance with Part 28 of the Companies Act; (ii) Flomerics Shares which have been unconditionally allotted shall be deemed to carry the voting rights which they will carry on issue (iii) valid acceptances shall be treated as having been received in respect of any Flomerics Shares which are treated for the purposes of Part 28 of the Companies Act as having been acquired or contracted to be acquired by Mentor by virtue of acceptances of the Recommended Offer; and (iv) shares that cease to be held in treasury are Flomerics Shares to which the Recommended Offer relates;
the German Federal Cartel Office (Bundeskartellamt) having approved the Recommended Offer, or deemed to have approved it due to the expiry of relevant waiting periods, either without conditions or subject to conditions all of which are reasonably satisfactory to Mentor;
no government or governmental, quasi-governmental, supranational, statutory or regulatory body, or any court, institution, investigative body, association, trade agency or professional or environmental body or (without prejudice to the generality of the foregoing) any other person or body in any jurisdiction (each, a "Relevant Authority") having decided to take, instituted, implemented or threatened any action, proceedings, suit, investigation or enquiry or enacted, made or proposed any statute, regulation or order or otherwise taken any other step or done any thing, and there not being outstanding any statute, legislation or order, that would or might reasonably be expected to:
restrict, restrain, prohibit, delay, impose additional conditions or obligations with respect to, or otherwise interfere with the implementation of, the Recommended Offer or the acquisition of any Flomerics Shares by Mentor or any matters arising therefrom;
result in a material delay in the ability of Mentor, or render Mentor unable, to acquire some or all of the Flomerics Shares;
require, prevent, materially delay or adversely affect the divestiture by any member of the Wider Mentor Group or any member of the Wider Flomerics Group of all or any portion of their businesses, assets or property or impose any limitation on the ability of any of them to conduct their respective businesses or own their respective assets or properties or any part thereof;
impose any material limitation on the ability of any member of the Wider Mentor Group to acquire or hold or exercise effectively, directly or indirectly, all rights of all or any of the Flomerics Shares (whether acquired pursuant to the Recommended Offer or otherwise);
except pursuant to Part 28 of the Companies Act require any member of the Wider Mentor Group or the Wider Flomerics Group to offer to acquire any shares or other securities or rights thereover in any member of the Wider Flomerics Group (other than in Flomerics) owned by any third party;
make the Recommended Offer or its implementation or the proposed acquisition of Flomerics or any member of the Wider Flomerics Group or of any Flomerics Shares or any other shares or securities in, or control of, Flomerics, illegal, void or unenforceable in or under the laws of any jurisdiction;
impose any limitation on the ability of any member of the Wider Mentor Group or the Wider Flomerics Group to co-ordinate its business, or any part of it, with the business of any other member of the Wider Mentor Group or the Wider Flomerics Group;
result in any member of the Wider Mentor Group or Wider Flomerics Group ceasing to be able to carry on business in a manner in which it presently does so; or
otherwise adversely affect any or all of the business, assets, prospects or profits of any member of the Wider Mentor Group or the Wider Flomerics Group or the exercise of rights over shares of any company in the Flomerics Group, to an extent material to the Wider Flomerics Group taken as a whole;
and all applicable waiting and other time periods during which such Relevant Authority could institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or otherwise intervene having expired, lapsed or been terminated;
all authorisations, orders, grants, consents, clearances, licences, permissions and approvals, in any jurisdiction, necessary or appropriate for or in respect of the Recommended Offer, the proposed acquisition of any shares or securities in, or control of, Flomerics or any member of the Wider Flomerics Group or the Wider Mentor Group by any member of the Wider Mentor Group being obtained in terms reasonably satisfactory to Mentor from all appropriate Relevant Authorities or (without prejudice to the generality of the foregoing) from any persons or bodies with whom any members of the Wider Flomerics Group has entered into contractual arrangements and such authorisations, orders, grants, consents, clearances, licences, permissions and approvals remaining in full force and effect and there being no intimation of any intention to revoke or not to renew the same and all necessary filings having been made, all appropriate waiting and other time periods (including extensions thereto) under any applicable legislation and regulations in any jurisdiction having expired, lapsed or been terminated and all necessary statutory or regulatory obligations in any jurisdiction in respect of the Recommended Offer or the proposed acquisition of Flomerics by Mentor or of any Flomerics Shares or any matters arising therefrom having been complied with;
there being no provision of any agreement, instrument, permit, licence or other arrangement to which any member of the Wider Flomerics Group is a party or by or to which it or any of its assets may be bound or subject which, as a consequence of the Recommended Offer or the acquisition of Flomerics or because of a change in the control or management of Flomerics or any member of the Flomerics Group or otherwise would or could reasonably be expected to result in:
a material amount of any money borrowed by, or of other indebtedness, actual or contingent, of, or grant available to, any member of the Wider Flomerics Group becoming or being capable of being declared repayable immediately or earlier than the repayment date stated in such agreement, instrument or other arrangement or the ability of any member of the Wider Flomerics Group to incur a material amount of indebtedness being withdrawn, inhibited or adversely affected;
any mortgage, charge or other security interest being created over the whole or any part of the business, property or assets of any member of the Wider Flomerics Group otherwise than solely by operation of law in the ordinary course of business or any such security (whenever arising) being enforced;
any such agreement, instrument, permit, licence or other arrangement, or any right, interest, liability or obligation of any member of the Wider Flomerics Group therein, being terminated or adversely modified or affected to an extent material to the Wider Flomerics Group taken as a whole or any action being taken or obligation or liability arising thereunder to an extent material to the Wider Flomerics Group taken as a whole;
the value of any member of the Wider Flomerics Group or its financial or trading position being prejudiced or adversely affected in a manner which would be material in the context of the Wider Flomerics Group taken as a whole;
any material asset or, other than in the ordinary course of business, any asset of the Wider Flomerics Group being charged or disposed of or ceasing to be available to any member of the Wider Flomerics Group;
the rights, liabilities, obligations or interests or business of any member of the Wider Flomerics Group in or with any other person, firm or company (or any arrangement relating to such interest or business) being terminated, modified or adversely affected in a manner that is material to the Wider Flomerics Group taken as a whole;
any liability (actual or contingent) which is material to the Wider Flomerics Group taken as a whole being created or accelerated;
any member of the Wider Flomerics Group ceasing to be able to carry on business under any name under which it currently does so;
since 31 December 2007 and save as Publicly Announced no member of the Flomerics Group having:
issued or agreed to issue or authorised or proposed the issue of additional shares of any class or issued or authorised or proposed the issue of or granted securities convertible into or rights, warrants or options to subscribe for or acquire such shares or convertible securities or redeemed, purchased or reduced or announced any intention to do so or made any other change to any part of its share capital, save for options granted or awards made pursuant to the Flomerics Share Option Schemes and Flomerics Shares allotted upon exercise of options, and save as between Flomerics and its wholly owned subsidiaries;
sold or transferred or agreed to sell or transfer any treasury shares;
recommended, declared, paid or made or proposed to recommend, declare, pay or make any dividend, bonus or other distribution other than dividends lawfully paid to Flomerics or wholly-owned subsidiaries of Flomerics;
authorised or proposed or announced its intention to propose any acquisition or disposal or transfer of assets or shares or any change in its share or loan capital (other than between Flomerics and its wholly owned subsidiaries);
issued or authorised or proposed the issue of any debentures or incurred or increased any indebtedness or contingent liability (other than between Flomerics and its wholly owned subsidiaries) and in each such case which is material in the context of the Wider Flomerics Group;
disposed of or transferred, mortgaged or encumbered any material asset or any right, title or interest in any material asset or entered into or varied any contract, commitment or arrangement (whether in respect of capital expenditure or otherwise) which is of a long term or unusual nature or which involves or could involve an obligation of a nature or magnitude which is material or authorised or proposed such a transaction (other than between Flomerics and its wholly owned subsidiaries);
entered into or varied or proposed to enter into or vary any contract, reconstruction, amalgamation, arrangement or other transaction which is of a long term or unusual or onerous nature or is otherwise than in the ordinary course of business (other than between Flomerics and its wholly owned subsidiaries) and in each such case which is material in the context of the Wider Flomerics Group;
entered into, or varied the terms of, any contract or agreement with any of the directors or senior executives of Flomerics;
taken or proposed any corporate action or had any legal proceedings started or threatened against it for its winding-up, dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of all or any of its assets and revenues;
waived or compromised any claim which is material in the context of the Wider Flomerics Group taken as a whole other than in the ordinary course of business;
in any respect which is material in the context of the Wider Flomerics Group taken as a whole:
taken any action with respect to, adopt, enter into, terminate or amend any severance, change in control, retirement, retention, welfare, incentive or similar agreement, arrangement or benefit plan for the benefit or welfare of any current or former director, officer, employee or consultant or any collective bargaining agreement;
increased in any respect the compensation or fringe benefits of, or pay any bonus to, any director, officer, employee or consultant;
amended or accelerated the payment, right to payment or vesting of any compensation or benefits, including any outstanding options or restricted stock awards;
granted any awards under any bonus, incentive, performance or other compensation plan or arrangement or benefit plan, including the grant of stock options, stock appreciation rights, stock based or stock related awards, performance units or restricted stock, or the removal of existing restrictions in any benefit plans or agreements or awards made thereunder;
made any amendment to its memorandum or articles of association or other incorporation documents;
made or agreed or consented to:
any significant change to:
the terms of the trust deeds constituting the pension scheme(s) established for its directors, employees or their dependants; or
the benefits which accrue or to the pensions which are payable thereunder; or
the basis on which qualification for, or accrual or entitlement to, such benefits or pensions is calculated or determined; or
the basis upon which the liabilities (including pensions) or such pension schemes are funded or made; or
any change to the trustees including the appointment of a trust corporation;
entered into any contract, transaction or arrangement which is restrictive to any significant extent on the business of any member of the Wider Flomerics Group;
otherwise than in the ordinary course of business, entered into or joined any group, organisation or consortium whereby Flomerics is obligated to provide intellectual property;
entered into any contract, commitment or agreement with respect to any of the transactions or events referred to in this condition (f); or
been unable or admitted that it is unable to pay its debts or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;
since 31 December 2007 and save as Publicly Announced:
no litigation, arbitration, prosecution or other legal proceedings having been instituted, announced or threatened or remaining outstanding by or against any member of the Wider Flomerics Group or to which any member of the Wider Flomerics Group is or may become a party (whether as claimant, defendant or otherwise in each such case which is material in the context of the Wider Flomerics Group);
no adverse change having occurred in the business, assets, financial or trading position, profits or prospects of any member of the Wider Flomerics Group which is material in the context of the Wider Flomerics Group taken as a whole;
no steps having been taken which would or are reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Flomerics Group which is necessary for the proper carrying on of its business;
no enquiry or investigation by, or complaint or reference to, any Relevant Authority against or in respect of the Wider Flomerics Group having been threatened, announced, implemented or instituted or remaining outstanding by, against or in respect of, any member of the Wider Flomerics Group; or
otherwise than in the ordinary course and in the context of the Recommended Offer, no material liability (actual, contingent or otherwise) having arisen.
Mentor not having discovered that:
any business, financial or other information concerning any member of the Flomerics Group disclosed, publicly by or on behalf of any member of the Flomerics Group, either contains a misrepresentation of fact or omits to state a fact necessary to make the information contained therein not misleading which in either such case, is material in the context of the Wider Flomerics Group taken as a whole; or
any member of the Wider Flomerics Group is subject to any liability, actual or contingent, which is not disclosed in the annual report and accounts of Flomerics for the financial year ended 31 December 2007 or which has been Publicly Announced and which is material in the context of the Wider Flomerics Group taken as a whole; or
any member of the Wider Flomerics Group is subject to any liability, actual or contingent, which is improperly disclosed in the annual report and accounts of Flomerics for the financial year ended 31 December 2007 or which has been Publicly Announced, which is material in the context of the Wider Flomerics Group taken as a whole and which requires a restatement of such annual report and accounts and any annual reports and accounts of Flomerics in any previous financial years;
Mentor not having discovered that:
any past or present member of the Wider Flomerics Group has not complied with all applicable legislation or regulations of any jurisdiction with regard to the storage, disposal, discharge, spillage, leak or emission of any waste or hazardous substance or any substance likely to impair the environment or to harm human health or otherwise relating to environmental matters (which non-compliance might give rise to any liability (whether actual or contingent) on the part of any member of the Wider Flomerics Group) or that there has otherwise been any such disposal, discharge, spillage, leak or emission (whether or not the same constituted a non-compliance by any person with any such legislation or regulations and wherever the same may have taken place) which in any such case might give rise to any liability (whether actual or contingent) on the part of any member of the Wider Flomerics Group;
there is or is likely to be any liability (whether actual or contingent) to make good, repair, reinstate or clean up any property now or previously owned, occupied or made use of by any past or present member of the Wider Flomerics Group or any controlled waters under any environmental legislation, regulation, notice, circular or order of any Relevant Authority or third party or otherwise;
circumstances exist (whether as a result of the making of the Recommended Offer or otherwise) which might lead to any Relevant Authority instituting or any member of the Wider Flomerics Group or the Wider Mentor Group being required to institute, an environmental audit or take any other steps which in any such case might result in any actual or contingent liability to improve or install new plant or equipment or make good, repair, re-instate or clean up any land or other asset now or previously owned, occupied or made use of by any member of the Wider Flomerics Group;
the Wider Flomerics Group has not complied with any applicable law or regulation governing the conduct of its business in any respect which is material in the context of the Wider Flomerics Group taken as a whole;
any contract, agreement or other arrangement is or may be restrictive to a material extent on the business of any member of the Wider Flomerics Group or the Wider Mentor Group which is material in the context of the Wider Flomerics Group taken as a whole; or
the conduct of the business of the Wider Flomerics Group infringes the intellectual property rights of any third party in any respect which is material in the context of the Wider Flomerics Group taken as a whole.
Mentor reserves the right to waive all or any of conditions (b) to (i) (inclusive) above, in whole or in part. Conditions (b) to (i) (inclusive) must be satisfied as at, or waived on or before the date on which condition (a) is fulfilled (or in each case such later date as the Panel may agree) provided that Mentor shall be under no obligation to waive or treat as satisfied any of conditions (b) to (i) (inclusive) by a date earlier than the latest date specified above for the satisfaction thereof notwithstanding that the other conditions of the Recommended Offer may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such conditions may not be capable of fulfilment.
The Recommended Offer will be on terms and will be subject, inter alia, to the conditions which are set out in this Appendix and those terms will be set out in the formal Recommended Offer Document and Form of Acceptance.
If Mentor is required by the Panel to make an offer for Flomerics Shares under the provisions of Rule 9 of the City Code, Mentor may make such alterations to the conditions as are necessary to comply with the provisions of that Rule.
The Recommended Offer will lapse if it is referred to the Competition Commission before the date when the Recommended Offer becomes or is declared unconditional as to acceptances.
Mentor reserves the right to elect to implement the acquisition of Flomerics, with the consent of the Panel if required, by way of scheme of arrangement under Part 26 of the Companies Act. In such event, such scheme will be implemented on the same terms (subject to appropriate amendment).
APPENDIX II
BASES AND SOURCES OF INFORMATION
(a) The maximum value placed by the Recommended Offer on the entire issued and to be issued ordinary share capital of Flomerics and other statements made by reference to the existing issued share capital of Flomerics is based upon the 22,972,070 Flomerics Shares in issue on 30 June 2008 (being the last practicable Business Day prior to publication of this announcement) and on up to 1,723,054 Flomerics Shares to be issued in accordance with the Flomerics Option Scheme.
(b) The Closing Prices of Flomerics Shares represent the closing middle market prices for Flomerics Shares on the relevant dates.
(c) Irrevocable undertakings
Irrevocable undertakings to accept, or to procure the acceptance of, the Recommended Offer have been received by Mentor from the following persons in respect of the following interests in Flomerics Shares:
| Name | Number of Flomerics Shares committed | Percentage of entire existing issued share capital of Flomerics |
| D W Mann | 212,195 | 0.9% |
| G C Carter | 30,000 | 0.1% |
| T R Rowbotham | 383,330 | 1.7% |
| K Butcher | 100,000 | 0.4% |
| Total | 725,525 | 3.2% |
Notes:
These irrevocable undertakings to accept the Recommended Offer will cease to be binding if a higher competing offer is announced by a third party which represents an improvement of at least 10 per cent. over the value of the consideration available under the Recommended Offer.
The irrevocable undertakings entered into by Messrs Carter and Butcher also cover options over Flomerics Shares granted under the Flomerics Share Option Schemes. Pursuant to such undertakings, Messrs Carter and Butcher have irrevocably agreed to accept, when made, the proposals to Flomerics Optionholders. The number of Flomerics Shares stated as being irrevocably committed excludes any Flomerics Shares arising from the exercise of Flomerics Options.
APPENDIX III
DEFINITIONS
The following definitions apply throughout this announcement, unless the context requires otherwise:
| "AIM" | AIM, the market of that name operated by the London Stock Exchange |
| "AIM Rules" | the AIM Rules for Companies published by the London Stock Exchange |
| "Associate" | has the meaning given in section 988 of the Companies Act 2006 |
| "Board of Mentor" | the board of directors of Mentor |
| "Business Day" | a day, not being a public holiday, Saturday or Sunday, on which clearing banks in London are open for normal business |
| "Canaccord" | Canaccord Adams Limited, co-financial adviser to Mentor |
| "Cenkos" | Cenkos Securities plc, financial adviser to Mentor |
| "City Code" | The City Code on Takeovers and Mergers |
| "Closing Price" | the closing middle market quotation of a Flomerics Share as derived from the Daily Official List |
| "Companies Act" | the Companies Act 1985 and Companies Act 2006, as applicable and as amended |
| "Competition Commission" | the UK Competition Commission |
| "Flomerics Directors" or "Directors of Flomerics" or "Board of Flomerics" or "Flomerics Board" | the board of directors of Flomerics |
| "Flomerics Group" | Flomerics Group plc and its subsidiary undertakings |
| "Flomerics Optionholders" or "Optionholder" | a holder of options or awards under a Flomerics Share Option Scheme |
| "Flomerics Share Option Schemes" | means any schemes or arrangements adopted by Flomerics pursuant to which any options in respect of Flomerics Shares have been or may be issued. |
| "Flomerics Share(s)" | the existing unconditionally allotted or issued and fully paid ordinary shares of 1 penny each in the capital of Flomerics and any further such shares which are unconditionally allotted or issued fully paid, or credited as fully paid, before the date on which the Recommended Offer closes (or before such earlier date as Mentor may, subject to the City Code, decide not being earlier than the date on which the Recommended Offer becomes or is declared unconditional as to acceptances) but excluding in both such cases any such shares held or which become held in treasury |
| "Flomerics Shareholder(s)" | the holder(s) of Flomerics Shares |
| "Flomerics" or the "Company" | Flomerics Group plc |
| "Form of Acceptance" | the form of acceptance which will accompany the Recommended Offer Document |
| "Holder" | a registered holder of Flomerics Shares |
| "Initial Offer" | the offer made by Mentor to Flomerics on the terms and subject to the conditions set out in the formal offer document dated 17 May 2008 containing, amongst other things, the terms and conditions of the Initial Offer |
| "Listing Rules" | the rules and regulations made by the Financial Services Authority in its capacity as the UK Listing Authority under the Financial Services and Markets Act 2000 and contained in the UK Listing Rules publication of the same name |
| "London Stock Exchange" | London Stock Exchange plc |
| "Mentor" | Mentor Graphics Corporation and its subsidiary undertakings |
| "NASDAQ" | NASDAQ (originally an acronym for National Association of Securities Dealers Automated Quotations system) the American electronic stock market owned and operated by The Nasdaq Stock Market, Inc |
| "Panel" | The Panel on Takeovers and Mergers |
| "Pound Sterling" or "£" | UK pound sterling (and references to "pence" shall be construed accordingly) |
| "Pricap" | Pricap Venture Partners AG |
| "Publicly Announced" | announced publicly and delivered to a Regulatory Information Service or as set out in the document sent to Flomerics Shareholders published by Flomerics dated 27 May 2008 in relation to the Initial Offer |
| "Recommended Offer" | the revised offer to be made by Mentor by way of a revised cash offer to acquire all of the issued and to be issued Flomerics Shares on the terms and subject to the conditions to be set out in the Recommended Offer Document and the Form of Acceptance and, where the context so requires, any subsequent revision, variation, extension or renewal thereof |
| "Recommended Offer Document" | the formal document to be sent to holders of Flomerics Shares containing the Recommended Offer |
| "Registrar of Companies" | the Registrar of Companies in England and Wales |
| "Regulatory Information Service" | any of the services set out in Schedule 12 of the Listing Rules |
| "Relevant Authority" | has the meaning given in sub paragraph (b) of Appendix 1 of this announcement |
| "subsidiary", "subsidiary undertaking", "associated undertaking" or "undertaking" | shall be construed in accordance with the Companies Act |
| "Substantial Interest" | a direct or indirect interest in 20 per cent. or more of the voting or equity capital (or equivalent) of an undertaking |
| "United Kingdom" or the "UK" | United Kingdom of Great Britain and Northern Ireland and its dependent territories |
| "United States", "US" or "USA" | the United States of America, its territories and possessions, any state of the United States and the District of Columbia |
| "Wider Flomerics Group" | Flomerics and the subsidiaries and subsidiary undertakings of Flomerics and associated undertakings (including any joint venture, partnership, firm or company in which any member of the Flomerics Group is interested or any undertaking in which Flomerics and such undertakings (aggregating their interests) have a Substantial Interest) |
| "Wider Mentor Group" | Mentor and the subsidiaries and subsidiary undertakings of Mentor and associated undertakings (including any joint venture, partnership, firm or company in which any member of the Mentor Group is interested or any undertaking in which Mentor and such undertakings (aggregating their interests) have a Substantial Interest) |