Offer Rejection

Flomerics Group PLC 09 May 2008 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN FOR IMMEDIATE RELEASE 9 May 2008 FLOMERICS GROUP PLC Statement re: Unsolicited Offer The Board of Directors of Flomerics Group PLC ("Flomerics" or the "Company") notes the statement by Mentor Graphics, Inc. ("Mentor") indicating that it intends to make a public offer for all the outstanding shares and stock options in Flomerics at a price of 104 pence per share payable in cash (the "Offer"). The Board of Directors of Flomerics believes the Offer undervalues the Company and intends to analyse other alternatives available to the Company, including potential interest expressed by a number of other parties. David Mann, the Chairman of the Board of Flomerics commented: "The Offer was considered by the Board of Flomerics, in conjunction with its independent advisers, and it was unanimously concluded that this Offer, which is unsolicited, does not reflect the true value of Flomerics shares. As such, the Offer does not carry the recommendation of the Flomerics Board of Directors as, at this stage, we do not believe it is in the best interests of Flomerics shareholders". Any discussions with other interested parties are at a preliminary stage and there can be no certainty that an alternative offer will be forthcoming. However, shareholders are strongly recommended to take no action at this stage. A further announcement will be made in due course. Enquiries: Flomerics Group PLC Tel: 020 8487 3000 Gary Carter Keith Butcher Jefferies International Ltd Tel: 020 7029 8000 Andres Pieczanski Sarah McNicholas Oriel Securities Ltd Tel: 020 7710 7600 Andrew Edwards Michael Shaw Citigate Dewe Rogerson Tel: 020 7638 9571 Ginny Pulbrook Pursuant to Rule 2.10 of the City Code, Flomerics confirms that it has 22,857,450 ordinary shares of one penny each in issue and admitted to trading on the Alternative Investment Market of the London Stock Exchange (ISIN GB0003436192). Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of Flomerics, 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 Nestor, 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 Flomerics by a potential offeror or by 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 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. Note to Editors Flomerics (www.flomerics.com) is a world-leading developer of engineering simulation software and services for analysis of fluid flow, heat transfer. Flomerics' business model is drastically different from traditional analysis because its software is designed to be embedded deeply into the design process and used by mainstream design engineers, not just by analysis specialists. This information is provided by RNS The company news service from the London Stock Exchange
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