Radstone Technology PLC
18 September 2006
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM AUSTRALIA, CANADA OR JAPAN
For Immediate Release 18 September 2006
Radstone Technology PLC ("Radstone" or the "Company")
Response to offer document from E-tech UK Limited ("E-tech")
Radstone is today posting a document to shareholders setting out a response to
the offer document from E-tech, a wholly owned subsidiary of Eurotech S.p.A.
("Eurotech"). The following is the text of the letter to shareholders from
Radstone's Chairman, Rhys Williams, enclosed with the response document.
'Response to offer document from E-tech UK Limited ("E-tech")
In addition to the enclosed response by your Board to the offer document from
E-tech, a wholly owned subsidiary of Eurotech S.p.A. ("Eurotech"), which sets
out the reasons why your Board believes that you should reject E-tech's offer, I
am pleased to write to you attaching a copy of the announcement made today by GE
Fanuc Embedded Systems Inc. ("GE Fanuc") of a recommended cash offer for
Radstone Technology PLC ("Radstone" or the "Company") (the "GE Fanuc offer").
The terms of GE Fanuc's recommended cash offer value each Radstone ordinary
share at 410 pence. The GE Fanuc offer represents:
• a premium of approximately 51.9 per cent. to the Closing Price of 270
pence per Radstone Share on 17 August 2006, being the last Business Day
prior to the announcement by Eurotech that it had made two approaches to the
Board of Radstone;
• a premium of approximately 13.9 per cent. to E-tech's offer to Radstone
on 1 September 2006 of 360 pence per Radstone Share; and
• a premium of approximately 9.3 per cent. to the Closing Price of 375
pence per Radstone Share on 15 September 2006, being the last Business Day
prior to the date of the announcement by GE Fanuc.
GE Fanuc's global reach should increase the opportunities for Radstone
within military embedded computing, and in addition the combination of the
businesses will extend the joint product offering to the benefit of
customers.
On 30 August 2006 I wrote to you regarding the offer for Radstone from
E-tech. In that letter I explained that your Board was unanimously of the
view that the offer undervalued your Company and accordingly rejected
E-tech's offer. The enclosed document summarises why your Board believes
that E-tech's offer is opportunistic and fails to recognise Radstone's
value, in particular:
Radstone's attractive market position Radstone's strong track record and
exciting growth prospects Radstone is well positioned to take advantage of a
growing market
In my letter dated 30 August, I also explained that your Board remained
fully committed in exploring all options in order to maximise shareholder
value. As part of this strategy, your Board entered into discussions with
third parties with a view to soliciting a higher offer for the entire issued
share capital of the Company.
After careful consideration, the Board has concluded the terms of the GE
Fanuc offer to be fair and reasonable and has agreed to unanimously
recommend the GE Fanuc offer, which represents a significant improvement on
the E-tech offer. A full offer document relating to the GE Fanuc offer will
be sent to you in due course.'
Enquiries:
Radstone Technology PLC Tel: 01327 359 444
Rhys Williams, Chairman
Jeff Perrin, Chief Executive
Close Brothers Corporate Finance Limited Tel: 020 7655 3100
Andrew Cunningham
David Wardrop
JPMorgan Cazenove Limited Tel: 020 7588 2828
Julian Cazalet
David Harvey-Evers
Buchanan Communications Tel: 020 7466 5000
Tim Thompson
Nicola Cronk
Close Brothers Corporate Finance Limited, which is regulated by The Financial
Services Authority Limited in the United Kingdom, is acting for Radstone and no
one else in connection with this matter and will not be responsible to anyone
other than Radstone for providing the protections afforded to customers of Close
Brothers Corporate Finance Limited nor for providing advice in relation to this
matter.
JPMorgan Cazenove Limited, which is regulated by The Financial Services
Authority Limited in the United Kingdom, is acting for Radstone and no one else
in connection with this matter and will not be responsible to anyone other than
Radstone for providing the protections afforded to customers of JPMorgan
Cazenove Limited nor for providing advice in relation to this matter
This information is provided by RNS
The company news service from the London Stock Exchange
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