This Day On The Street
Continue to site right-arrow
This account is pending registration confirmation. Please click on the link within the confirmation email previously sent you to complete registration.
Need a new registration confirmation email? Click here
Stocks Under $10 with 50-100% upside potential - 14 days FREE!

Melrose Commences Tender Offer For Elster Group SE

Stocks in this article: MRO

LONDON, July 9, 2012 /PRNewswire/ --

Melrose PLC (LSE: MRO), today announces the launch of its tender offer, through its wholly owned subsidiary, Mintford AG,  to acquire, for cash, the entire issued ordinary share capital of Elster Group SE ("Elster"). Elster ADS holders will receive $20.50 per Elster ADS and Elster shareholders will receive $82 per Elster ordinary share not otherwise represented by ADSs that are tendered to Mintford AG.

The $20.50 per Elster ADS to be offered pursuant to the tender offer represents a premium of approximately 48.6% to the price of an Elster ADS on June 11, 2012, the last business day prior to press speculation that Rembrandt Holdings S.A. ("Rembrandt"), Elster's majority shareholder, was considering a sale of its Elster holding, and a premium of approximately 44.3% to the average price of an Elster ADS in the six month period ending on June 11, 2012.

The tender offer is scheduled to expire at midnight, New York City time, on Wednesday, August 8, 2012, unless earlier terminated or extended.

Melrose and Elster announced on June 29, 2012 the signing of a definitive investment agreement pursuant to which Melrose agreed to cause Mintford AG to commence the tender offer.  The administrative board of Elster has approved the terms of the investment agreement and recommended that holders of Elster ADSs and Elster ordinary shares tender their Elster ADSs and Elster ordinary shares into the tender offer.

The documents related to the tender offer were filed with the Securities and Exchange Commission ("SEC") today. As previously announced Melrose has entered into tender agreements with Rembrandt and its subsidiary (which collectively own approximately 62.17% of the total share capital of Elster), as well as from two members of the administrative board of Elster and a managing director of Elster, to tender into the tender offer, subject to specified conditions, all Elster ADSs and Elster ordinary shares that they beneficially own (amounting in aggregate to approximately 64.19% of the total share capital of Elster as of June 29, 2012, the date the transaction was first announced).

Requests for documentation may be made to D.F. King & Co., Inc. as the information agent at 1-800-269-6427.

About Melrose:

Melrose is a public limited company registered in England and Wales which has a track record of acquiring businesses and making the necessary changes to maximise the value inherent in those businesses to the benefit of shareholders. Melrose currently operates in three segments: Energy, Lifting and Other Industrials. The Energy segment incorporates the Brush Turbogenerators, Brush Transformers, Marelli and Hawker Siddeley Switchgear business units, all specialist suppliers of energy industrial products to the global market. The Lifting segment includes the businesses of Bridon and Crosby, serving oil and gas production, mining, petrochemical, alternative energy and general construction markets. Other Industrials incorporates all other operating businesses.

Forward Looking Statements

1 of 2

Select the service that is right for you!

Action Alerts PLUS
Try it NOW

Jim Cramer and Stephanie Link actively manage a real portfolio and reveal their money management tactics while giving advanced notice before every trade.

Product Features:
  • $2.5+ million portfolio
  • Large-cap and dividend focus
  • Intraday trade alerts from Cramer
  • Weekly roundups
TheStreet Quant Ratings
Try it NOW
Only $49.95/yr

Access the tool that DOMINATES the Russell 2000 and the S&P 500.

Product Features:
  • Buy, hold, or sell recommendations for over 4,300 stocks
  • Unlimited research reports on your favorite stocks
  • A custom stock screener
  • Upgrade/downgrade alerts
Stocks Under $10
Try it NOW

David Peltier, uncovers low dollar stocks with extraordinary upside potential that are flying under Wall Street's radar.

Product Features:
  • Model portfolio
  • Stocks trading below $10
  • Intraday trade alerts
  • Weekly roundups
Dividend Stock Advisor
Try it NOW

Jim Cramer's protege, David Peltier, identifies the best of breed dividend stocks that will pay a reliable AND significant income stream.

Product Features:
  • Diversified model portfolio of dividend stocks
  • Alerts when market news affect the portfolio
  • Bi-weekly updates with exact steps to take - BUY, HOLD, SELL
Real Money Pro
Try it NOW

All of Real Money, plus 15 more of Wall Street's sharpest minds delivering actionable trading ideas, a comprehensive look at the market, and fundamental and technical analysis.

Product Features:
  • Real Money + Doug Kass Plus 15 more Wall Street Pros
  • Intraday commentary & news
  • Ultra-actionable trading ideas
Options Profits
Try it NOW

Our options trading pros provide daily market commentary and over 100 monthly option trading ideas and strategies to help you become a well-seasoned trader.

Product Features:
  • 100+ monthly options trading ideas
  • Actionable options commentary & news
  • Real-time trading community
  • Options TV
To begin commenting right away, you can log in below using your Disqus, Facebook, Twitter, OpenID or Yahoo login credentials. Alternatively, you can post a comment as a "guest" just by entering an email address. Your use of the commenting tool is subject to multiple terms of service/use and privacy policies - see here for more details.
Submit an article to us!


DOW 17,356.87 +288.00 1.69%
S&P 500 2,012.89 +40.15 2.04%
NASDAQ 4,644.3120 +96.4780 2.12%

Brokerage Partners

Rates from

  • Mortgage
  • Credit Cards
  • Auto

Free Newsletters from TheStreet

My Subscriptions:

After the Bell

Before the Bell

Booyah! Newsletter

Midday Bell

TheStreet Top 10 Stories

Winners & Losers

Register for Newsletters
Top Rated Stocks Top Rated Funds Top Rated ETFs