Rejection of Sulzer Proposal
Bodycote International PLC
02 March 2007
NOT FOR RELEASE PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF
AMERICA, CANADA, AUSTRALIA OR JAPAN
For immediate release
2 March 2007
Bodycote International plc ('Bodycote' or the 'Group')
Rejection of Sulzer AG ('Sulzer') proposal for Bodycote
Bodycote notes the announcement today by Sulzer in relation to a possible cash
offer for the Group at 325 pence per share and confirms that such a proposal has
been received and rejected by the Board.
The Chairman, Chief Executive and Group Finance Director of Bodycote met with
the Chairman, Chief Executive and Chief Executive designate of Sulzer at their
request on 12 February 2007 and received a letter detailing their initial
proposal following that meeting.
The Board of Bodycote, which is being advised by Lehman Brothers and Credit
Suisse, has considered their latest proposal. The Board believes that the
unsolicited, conditional and unwelcome proposal as announced significantly
undervalues the Group and its prospects and therefore has been rejected.
The Board firmly believes that the current strategy of the Group and the proven
record of its management will result in continued delivery of growth and
excellent returns to shareholders. The Board believes it has an attractive
future as an independent company and will continue to focus on enhancing returns
to its shareholders.
The Board urges shareholders to take no action in respect of their shareholdings
and not to sell their shares in the market.
In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, Bodycote
confirms that its current issued share capital comprises 322,170,735 ordinary
shares of 10 pence each.
The International Securities Identification Number for Bodycote's ordinary
shares is GB0006895626
Enquiries:
Bodycote International plc 01625 505 300
John Hubbard
David Landless
Lehman Brothers 0207 102 1000
Anthony Fry
Stuart Upcraft
Credit Suisse 0207 888 8888
Piers de Montfort
Andrew Dench
Financial Dynamics 020 7831 3113
Jon Simmons
Andrew Dowler
Lehman Brothers International (Europe), which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting exclusively as
lead financial adviser and joint corporate broker to Bodycote and no one else in
connection with the possible offer referred to in this announcement and will not
be responsible to anyone other than Bodycote for providing the protections
afforded to clients of Lehman Brothers International (Europe) nor for providing
advice in relation to this announcement or any matter referred to herein.
Credit Suisse Securities (Europe) Limited, which is authorised and regulated in
the United Kingdom by the Financial Services Authority, is acting exclusively as
financial adviser and joint corporate broker to Bodycote and no one else in
connection with the possible offer referred to in this announcement and will not
be responsible to anyone other than Bodycote for providing the protections
afforded to clients of Credit Suisse Securities (Europe) Limited nor for
providing advice in relation to this announcement or any matter referred to
herein.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, '
interested' (directly or indirectly) in 1% or more of any class of 'relevant
securities' of Bodycote, all 'dealings' in any 'relevant securities' of that
company (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 acceptances, 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
Bodycote, 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 Code, all 'dealings' in 'relevant
securities' of Bodycote by Sulzer or Bodycote, 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 Takeover 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 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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This information is provided by RNS
The company news service from the London Stock Exchange