TIDMCHLD
RNS Number : 7013O
Chloride Group PLC
02 July 2010
?
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
2 July 2010
Recommended cash offer for Chloride Group PLC
The boards of directors of Emerson Electric Co. ("Emerson") and Chloride Group
PLC ("Chloride") are pleased to announce that, following further discussions
between them, the board of directors of Chloride has resolved that it intends
unanimously to recommend acceptance of the cash offer (the "Offer") announced by
Emerson on 29 June 2010 for the entire issued and to be issued share capital of
Chloride. The Offer will be made by Rutherfurd Acquisitions Limited (the
"Offeror"), a wholly owned subsidiary of Emerson.
Under the terms set out by Emerson in the announcement of the Offer (the "Offer
Announcement"), Chloride shareholders will receive 375 pence in cash for each
Chloride share. Chloride shareholders will also be entitled to receive the final
dividend of 3.3 pence per share as proposed by the board of directors of
Chloride on 24 May 2010.
Consequently, the board of directors of Chloride has today withdrawn its
recommendation of the offer by ABB Ltd ("ABB") of 325 pence per share in cash
(and the entitlement to receive the final dividend referred to above) for the
entire issued and to be issued share capital of Chloride announced on 8 June
2010, and will adjourn indefinitely the court and shareholder meetings scheduled
for 16 July 2010 in connection with the ABB offer. Accordingly, Chloride
shareholders should take no further action in relation to the ABB scheme
document and proxy forms which were posted on 25 June 2010. Chloride has also
today served notice on ABB that, following the withdrawal of the board of
Chloride's recommendation of ABB's offer, the Implementation Agreement dated 8
June 2010 between Chloride and ABB has now been terminated in accordance with
its terms.
As set out in the Offer Announcement, Emerson may, with the agreement of the
board of directors of Chloride and the Panel on Takeovers and Mergers, elect to
implement the Offer by way of a court-sanctioned scheme of arrangement under
Part 26 of the Companies Act 2006. Any such scheme would be subject to terms no
less favourable to Chloride shareholders, as applicable, than those which were
set out in the Offer Announcement.
Commenting on the acquisition, David N. Farr, Chairman, Chief Executive Officer
and President of Emerson, said: "We welcome the decision of the Chloride Board
to recommend our offer to their shareholders. Specialist industry knowledge,
geographic access and global scale have become increasingly important in the UPS
market. This combination of Emerson and Chloride will create a global competitor
ideally positioned to deliver a wide range of products, services and solutions
to our customers all around the world."
Norman Broadhurst, Chairman of Chloride, said: "Chloride is an excellent
business with a strong strategic position in an attractive growth market. The
Emerson offer reflects these qualities, our expertise and the Group's potential.
Consequently, the Board believes it is in the best interests of shareholders to
recommend Emerson's offer."
Tim Cobbold, Chief Executive of Chloride, said: "Chloride and Emerson will
represent a powerful combination in the global secure power market. The
geographic reach of the two companies are complementary and Emerson intends that
Chloride serves as its new European Network Power Systems headquarters. We have
a strong and experienced management team who will work closely with Emerson to
fully realise the potential of the combined business."
Enquiries
Emerson
Emerson
Mark Polzin (Media) +1 314
982 1758
Lynne Maxeiner (Investors) +1 314
553 2197
Greenhill (financial adviser to Emerson)
London:
+44 20 7198 7400
Brian Cassin
New York: +1 212 389
1500
Robert Greenhill or Jeff Buckalew
J.P. Morgan Cazenove (financial adviser and corporate broker to
Emerson)
London:
+44 20 7588 2828
Mark Breuer or Dwayne Lysaght
Brunswick Group (PR adviser to Emerson)
London:
+44 20 7404 5959
Michael Harrison or Kate
Holgate
New York: +1 212 333
3810
Stanislas Neve de Mevergnies or Dominic McMullan
Chloride
Chloride
Tim Cobbold +44 20 7796 4133
Citi (joint financial adviser and corporate broker to Chloride)
Philip Robert-Tissot +44 20 7986 7519
Investec (joint financial adviser and corporate broker to Chloride)
Chris Treneman +44 20 7597 5970
Hudson Sandler (PR adviser to Chloride)
Andrew Hayes +44 20 7796 4133
Kate Hough
This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any securities, or the
solicitation of any vote or approval in any jurisdiction, pursuant to the Offer
or otherwise. The Offer will be made solely through the Offer Documentation,
which will contain the full terms and conditions of the Offer, including details
of how the Offer may be accepted. Any acceptance or other response to the Offer
should be made only on the basis of the information in the offer documentation
to be sent to Chloride shareholders (the "Offer Documentation").
Greenhill & Co. and J.P. Morgan Cazenove are acting as financial advisers to
Emerson and the Offeror. J.P. Morgan Cazenove is also acting as corporate
broker. Slaughter and May and Davis Polk & Wardwell LLP are acting as legal
advisers to Emerson and the Offeror.
Greenhill & Co. International LLP, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting for Emerson and
the Offeror and for no one else in connection with the matters set out in this
announcement and will not be responsible to anyone other than Emerson and the
Offeror for providing the protections afforded to clients of Greenhill & Co.
International LLP or for providing advice in relation to the Offer or any of the
other matters set out in this announcement.
J.P. Morgan plc, which conducts its UK investment banking business as J.P.
Morgan Cazenove and is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting for Emerson and the Offeror and for no
one else in connection with the matters set out in this announcement and will
not be responsible to anyone other than Emerson and the Offeror for providing
the protections afforded to clients of J.P. Morgan plc or for providing advice
in relation to Offer or any of the other the matters set out in this
announcement.
Citi, which is authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for Chloride and no one else in
connection with the Offer and this announcement and will not be responsible to
anyone other than Chloride for providing the protections afforded to customers
of Citi or for providing advice in relation to the Offer or any matter referred
to herein.
Investec, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Chloride and no one else
in connection with the Offer and this announcement and will not be responsible
to anyone other than Chloride for providing the protections afforded to
customers of Investec or for providing advice in relation to the Offer or any
matter referred to herein.
Overseas Jurisdictions
Unless otherwise determined by the Offeror or required by the City Code on
Takeovers and Mergers (the "Code") and permitted by applicable law and
regulation, the Offer is not being, and will not be made, directly or
indirectly, in or into or by the use of the mails of, or by any other means or
instrumentality (including, without limitation, facsimile transmission, telex,
telephone, internet or other forms of electronic transmission) of interstate or
foreign commerce of, or by any facility of a national, state or other securities
exchange of, Canada, Australia, Japan or any other jurisdiction where the
relevant action would constitute a violation of the relevant laws and
regulations of such jurisdiction or would result in a requirement to comply with
any governmental or other consent or any registration, filing or other formality
which the Offeror regards as unduly onerous (a "Restricted Jurisdiction") and
will not be capable of acceptance by any such use, means, instrumentality or
facility or from within Canada, Australia, Japan or any other Restricted
Jurisdiction. Accordingly, unless otherwise determined by the Offeror or
required by the Code and permitted by applicable law and regulation, copies of
any documents relating to the Offer are not being and must not be, directly or
indirectly, mailed, transmitted or otherwise forwarded, distributed or sent, in
whole or in part, in, into or from Canada, Australia, Japan or any other
Restricted Jurisdiction and persons receiving such documents (including, without
limitation, custodians, nominees and trustees) must not, directly or indirectly,
mail, transmit or otherwise forward, distribute or send them in, into or from
any such jurisdiction.
The availability of the Offer to persons who are not resident in the United
Kingdom or the United States may be affected by the laws of the relevant
jurisdictions in which they are located. Persons who are not resident in the
United Kingdom or the United States should inform themselves about, and observe,
any applicable legal or regulatory requirements of their jurisdiction. Further
details in relation to overseas shareholders will be contained in the Offer
Documentation. Any failure to comply with such applicable requirements may
constitute a violation of the securities laws of any such jurisdiction.
The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom or the United States may be restricted by law and
therefore any persons who are subject to the laws of any jurisdiction other than
the United Kingdom or the United States should inform themselves about, and
observe, any applicable legal or regulatory requirements. Any failure to comply
with the applicable requirements may constitute a violation of the securities
laws of any such jurisdiction.
This announcement has been prepared for the purpose of complying with English
law and the Code, and the information disclosed may not be the same as that
which would have been disclosed if this announcement had been prepared in
accordance with the laws of jurisdictions outside of England.
Any person (including, without limitation, any custodian, nominee and trustee)
who would, or otherwise intends to, or who may have a contractual or legal
obligation to, forward this announcement and/or the Offer Documentation and/or
any other related document to any jurisdiction outside the United Kingdom or the
United States should inform themselves of, and observe, any applicable legal or
regulatory requirements of such jurisdiction before taking any action.
Notice to US holders of Chloride Shares
The Offer will be for the acquisition of securities of a corporation organised
under the laws of England and Wales and will be subject to the procedure and
disclosure requirements of England and Wales, which are different from those of
the United States. The Offer will be made in the United States pursuant to an
exemption from certain US tender offer rules provided by Rule 14d-1(c) of the US
Exchange Act and otherwise in accordance with the requirements of the Code.
Accordingly, the Offer will be subject to disclosure and other procedural
requirements, including with respect to withdrawal rights, offer timetable,
settlement procedures and timing of payments, that are different from those
applicable under US domestic tender offer procedures and law. The financial
information relating to Chloride included in this announcement and in the Offer
Documentation has not been, and will not be, prepared in accordance with US GAAP
and thus may not be comparable to financial information of US companies or
companies whose financial statements are prepared in accordance with US GAAP.
It may be difficult for US holders of Chloride Shares to enforce their rights
and any claim arising out of the US federal securities laws, since Chloride is
located in a non-US jurisdiction, and some or all of its officers and directors
may be resident of a non-US jurisdiction. US holders of Chloride Shares may not
be able to sue a non-US company or its officers or directors in a non-US court
for violations of US securities laws. Further, it may be difficult to compel a
non-US company and its affiliates to subject themselves to a US court's
judgment.
The receipt of cash pursuant to the Offer by a US holder of Chloride Shares may
be a taxable transaction for US federal income tax purposes and under applicable
state and local income tax laws, as well as under foreign and other tax laws.
Each holder of Chloride Shares is urged to consult his independent professional
adviser immediately regarding the tax consequences of acceptance of the Offer.
In accordance with and subject to the applicable laws and regulatory
requirements of the United Kingdom and pursuant to Rule 14e-5(b) of the US
Exchange Act, Emerson and/or the Offeror and/or its or their nominees or brokers
(acting as agents) may from time to time make purchases of, or arrangements to
purchase, Chloride Shares other than pursuant to the Offer. These purchases, or
arrangements to purchase, may occur either in the open market at prevailing
prices or in private transactions at negotiated prices and shall comply with
applicable rules in the United Kingdom and applicable United States securities
laws. In addition, in accordance with and subject to the applicable laws and
regulatory requirements of the United Kingdom and the United States, the
financial advisors to Emerson and the Offeror, or their respective affiliates
and separately identifiable departments, may make purchases of, or arrangements
to purchase, Chloride Shares outside of the Offer or engage in trading
activities involving Chloride Shares and various related derivative transactions
in the normal course of their business. Any information about such purchases
will be disclosed as required in the UK and will be available from the
Regulatory News Service on the London Stock Exchange website,
www.londonstockexchange.com. This information will also be publicly disclosed
in the United States to the extent that such information is made public in the
United Kingdom.
Forward-looking Statements
This announcement, including any information included or incorporated by
reference in this announcement, contains "forward-looking statements" concerning
Emerson, the Offeror and the Emerson Group, Chloride and the Chloride Group, and
the combined Emerson Group and Chloride Group following completion of the Offer
(the "Enlarged Group"), that are subject to risks and uncertainties. These
forward-looking statements may be identified by words such as "believes",
"expects", "anticipates", "projects", "intends", "should", "seeks", "estimates",
"future" or similar expressions or by discussion of, among other things,
strategy, goals, plans or intentions. Various factors may cause actual results
to differ materially in the future from those reflected in forward-looking
statements contained in this announcement, including any information included or
incorporated by reference in this announcement, among others: (1) economic and
currency conditions; (2) market demand; (3) pricing; (4) competitive and
technological factors; (5) the risk that the transaction may not be consummated;
(6) the risk that a regulatory approval that may be required for the transaction
is not obtained or is obtained subject to conditions that are not anticipated;
(7) the risk that Chloride will not be integrated successfully into Emerson; and
(8) the risk that revenue opportunities, cost savings and other anticipated
synergies from the transaction may not be fully realised or may take longer to
realise than expected. Other unknown or unpredictable factors could cause
actual results to differ materially from those in any forward-looking statement.
Due to such uncertainties and risks, readers are cautioned not to place undue
reliance on such forward-looking statements, which speak only as of the date
hereof. Neither Emerson nor the Offeror undertakes any obligation to update
publicly or revise any forward-looking statements, whether as a result of new
information, future events or otherwise, except to the extent legally required.
Nothing contained herein shall be deemed to be a forecast, projection or
estimate of the future financial performance of any member of the Emerson Group,
the Chloride Group or the Enlarged Group following completion of the Offer
unless otherwise stated.
Dealing Disclosure Requirements under the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any
class of relevant securities of an offeree company or of any paper offeror
(being any offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer period and,
if later, following the announcement in which any paper offeror is first
identified. An Opening Position Disclosure must contain details of the person's
interests and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any paper offeror(s). An
Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made
by no later than 3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later than 3.30 pm
(London time) on the 10th business day following the announcement in which any
paper offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper offeror prior to the deadline
for making an Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
paper offeror must make a Dealing Disclosure if the person deals in any relevant
securities of the offeree company or of any paper offeror. A Dealing Disclosure
must contain details of the dealing concerned and of the person's interests and
short positions in, and rights to subscribe for, any relevant securities of each
of (i) the offeree company and (ii) any paper offeror, save to the extent that
these details have previously been disclosed under Rule 8. A Dealing Disclosure
by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm
(London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a paper offeror, they will be deemed to be a
single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any
offeror and Dealing Disclosures must also be made by the offeree company, by any
offeror and by any persons acting in concert with any of them (see Rules 8.1,
8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made can
be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. If you are in any doubt as to whether you are required to make
an Opening Position Disclosure or a Dealing Disclosure, you should contact the
Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
Publication
In accordance with Rule 19.11 of the Code, a copy of this announcement will be
published on the following websites: www.emerson.com and www.chloridepower.com.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPRBMJTMBTMTRM