Offer Update

THE WEIR GROUP PLC

23 February 2012

Weir confirms binding offer to acquire Australian mining equipment supplier Ludowici at A$10.00 per share.

The Weir Group PLC ("Weir") today confirmed it has submitted a binding offer to the board of Ludowici Limited ("Ludowici") to acquire all of the shares of Australian Securities Exchange listed Ludowici, by way of scheme of arrangement, at an offer price of A$10.00^[1] per Ludowici share.  The binding offer is not conditional on satisfactory completion of due diligence but is conditional on FLSmidth & Co. A/S ("FLSmidth") being held to its "no increase statement" by the Australian Takeovers Panel (the "Takeovers Panel").  The binding offer is open for acceptance by the Ludowici board until 5.00pm (Sydney time) on Friday 24 February 2012.^[2]

On 16 February 2012, FLSmidth raised its offer price for Ludowici to A$10.00 and entered into a scheme implementation agreement, subject to the outcome of the Takeovers Panel proceedings referred to below.  If the binding offer is accepted by the Ludowici board, Weir has agreed to sign a scheme implementation agreement with Ludowici (the "Weir Implementation Agreement") which is on substantially the same terms and conditions as the FLSmidth implementation agreement.  

The Weir Implementation Agreement will give Weir the right to terminate the agreement and not proceed with the scheme of arrangement if the Takeovers Panel does not make an order preventing FLSmidth from offering, or proposing to pay, Ludowici shareholders more than A$7.20 per share.  Weir filed an application with the Takeovers Panel on 13 February 2012 seeking an order to that effect on the basis that FLSmidth made a "no increase statement" on 23 January 2012. The application is currently being considered by the Takeovers Panel.^[3]

The proposed offer by Weir values Ludowici at approximately A$357 million (£243 million) on a cash and debt free basis^[4] and would be funded by Weir's existing facilities.

Weir CEO Keith Cochrane said: "We have now undertaken due diligence which has reinforced the attractiveness of this opportunity for the Weir Group.  The acquisition would extend Weir's offering in attractive segments of the minerals processing sector, while still meeting our strict financial criteria.  Weir's binding offer also ensures certainty for Ludowici shareholders. If our offer is accepted, Ludowici shareholders will have the opportunity of receiving A$10.00 per share regardless of the outcome of the Takeover Panel proceedings."

Weir is being advised by UBS and Freehills.

Weir will update its shareholders on material developments, as appropriate.

Contact details:  The Weir Group PLC
Vicky Ferrier, Head of IR and Communications	Tel:  + 44 141 302 3782
Jonathan Milne, Communications Manager	Tel:  + 44 141 308 3781 / + 44 771 378 9536
The Maitland Consultancy	Tel:  + 44 207 379 5151
Peter Ogden/Rowan Brown
Cosway Australia	Tel:  + 61 2 9929 8344
Ben Wilson	Tel:  + 61 407 966 083
Fleur Jouault	Tel:  + 61 405 669 632

About Ludowici Limited

Ludowici was established in 1858 to provide equipment to the coal mining markets of Queensland Australia. The business manufactures and services a range of minerals processing equipment, including vibrating screens and feeders, centrifuges, classifiers and associated wear products including wear linings, screens media, seals and rubber products. Headquartered in Brisbane, Australia, Ludowici has over 20 locations globally including manufacturing facilities in Australia, India, China, Chile and the United States.  In the year to 30 June 2011, Ludowici reported revenues of A$211.9 million.

See www.ludowici.com.au for further information.

About Weir in Australia

Weir Minerals Australia employs around 1,300 people across 27 manufacturing, sales and service facilities across Australia. The business has revenues of approximately A$500 million, having grown by over 85% in the past five years including the acquisitions of Multiflo and Linatex.  

About The Weir Group PLC

Weir, a FTSE 100 company founded in 1871 and headquartered in Glasgow, Scotland, is a global provider of engineering solutions to the minerals, oil and gas and power sectors. Our commitment to engineering excellence, research and customer focus extends equipment wear life and operational capability in some of the world's most challenging environments.

Weir is committed to going where our customers go, with a worldwide network of more than 140 manufacturing facilities and service centres. The business has a presence in more than 70 countries, with over 13,000 staff around the world working in three divisions; Minerals, Oil & Gas and Power & Industrial. Weir's customer base includes the world's largest mining houses, major oil services businesses and nuclear and conventional power generation companies.

Annual revenues were more than £1.65 billion in 2010, of which more than half came from the provision of services and aftermarket support. Emerging markets contributed 39% of overall Group revenues.

Weir Minerals is the global leader in supply and service of slurry handling equipment to the minerals processing industry.  The division also produces a wide range of associated mill circuit and mine dewatering products, including cyclones, spools and wear resistant liners.  In 2010 the division, which has over 7,000 staff, reported revenues of £901 million.

See www.weir.co.uk for further information

[1] This indicative price would be reduced by any dividends or distributions paid, announced or declared by Ludowici prior to completion.

[2] If the binding offer is not accepted by this time, the binding offer will lapse.   Weir reserves the right to extend this deadline in its sole discretion.  

[3] Further details on this application, and the basis for the order sought, are contained in the Takeovers Panel's media release dated 14 February 2012, available at www.takeovers.gov.au/content/DisplayDoc.aspx?doc=media_releases/

2012/004.htm&pageID=&Year=

[4] Enterprise value based on Ludowici's current fully diluted share capital and net debt as at 30 June 2011, adjusted for the estimated impact of the Meshcape acquisition.  Exchange rate of A$1.00 = £0.68 on 23 February 2012.

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Source: The Weir Group PLC via Thomson Reuters ONE

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