2 Jul 2008 18:10
Not for release, publication or distribution, in whole or in part, in or into or
from the United States, Canada or Australia or any other jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction
CASH OFFER
for
FLOMERICS GROUP PLC
by
MENTOR GRAPHICS CORPORATION
Offer Document Posted, Third Closing Date Acceptance Level and Extension of Offer
Further to the announcement made by Mentor and Flomerics on 1 July 2008 of the Recommended Offer and the announcement made by Mentor on 1 July 2008 regarding revisions to the terms of the Offer in accordance with Rule 9 of the City Code, Mentor announces that the offer document relating to the Offer (the "Recommended Offer Document") containing the full terms and conditions of the Recommended Offer has been posted to the Flomerics Shareholders together with the Form of Acceptance today.
As at 3.00 pm on 2 July 2008, the third closing date of the Offer, valid acceptances had been received in respect of 630,513 Flomerics Shares representing approximately 2.7 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 held, or had agreed to purchase, 8,893,798 Flomerics Shares as at today's date, representing approximately 38.7 per cent. of Flomerics' existing issued share capital.
The Offer, which is subject to the terms and condition set out or referred to in the Recommended Offer Document, is being extended and will remain open for acceptance until the final closing date, which will be 1.00 pm on 16 July 2008. To accept the Offer, the Form of Acceptance should be completed, signed and returned in accordance with the procedure set out in the Recommended Offer Document as soon as possible and in any event so as to be received by no later than 1:00 pm on 16 July 2008. There will not be a further extension of the Offer without the prior agreement of the Panel.
Copies of the Recommended Offer Document, the Initial Offer Document and the Form of Acceptance are available for inspection at the offices of Computershare Investor Services Plc, Corporate Actions Projects, The Pavilions, Bridgwater Road, Bristol BS99 6AH during normal business hours (9.30 am to 5.30 pm) on any weekday (weekends and public holidays excluded) while the Offer remains open for acceptance. The Recommended Offer Document, the Initial Offer Document and the Form of Acceptance are also available at the offices of Cenkos Securities plc, 6.7.8 Tokenhouse Yard, London EC2R 7AS.
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
Definitions used in the Recommended Offer Document dated 1 July 2008 have the same meaning when used in this announcement, unless the context requires otherwise.
This press announcement does not constitute an offer or invitation to purchase any securities or a solicitation of an offer to purchase any securities, pursuant to the Offer or otherwise. The Offer is being made solely by means of the Recommended Offer Document and, in the case of Flomerics Shares held in certificated form, the accompanying Form of Acceptance which contains the full terms and conditions of the Offer, including details of how the Offer may be accepted.
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.
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