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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.
$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.
Melrose is a public limited company registered in
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