Statement re Merger Proposal made to Enodis plc
November 20 2006 - 7:29AM
UK Regulatory
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM THE UNITED STATES OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
20 November 2006
Aga Foodservice Group plc ("Aga")
Statement regarding merger proposal made to Enodis plc ("Enodis")
Aga notes the announcement made by Enodis on 17 November 2006.
Aga confirms that it wrote to Enodis to summarise the commercial and financial
rationale for a combination of the businesses. The letter contained
illustrative merger terms.
Aga also indicated to Enodis that it estimates that there would be significant
synergies achievable following a combination. Aga is not in a position to
quantify the level of these synergies at this stage but will do so in any offer
announcement made under Rule 2.5 of The Takeover Code, together with the
appropriate reports.
HSBC has confirmed its willingness to underwrite the facilities required to
implement an offer and to finance the enlarged group. The availability of this
financing would not be conditional on obtaining the approval of the board of
Enodis or access to due diligence information - notwithstanding that these are
being sought.
Aga remains keen to work with the directors and senior management team of
Enodis to create a single, dynamic group offering cookers and refrigeration
products to commercial customers and to consumers "equipping the world's best
kitchens".
Aga believes that there is a clear strategic and financial logic to a merger.
It will provide geographical balance; product range enhancement; procurement
efficiencies; manufacturing base specialisation; and sound financial and
treasury structures. The merged entity would be a leader in its core US and
European commercial regions with a strong and complementary premium consumer
appliance operation.
William McGrath, Chief Executive of Aga said:
"We believe that a combination to create a financially strong, well balanced,
leading international supplier of cookers and fridges has compelling strategic
and financial logic, therefore generating value for shareholders in both
companies."
Enquiries:
William McGrath, Chief Executive, Aga Foodservice Group plc - 0121 711 6015
Simon Sporborg/Nina Coad, Brunswick - 020 7404 5959
This announcement does not constitute an announcement of a firm intention
to make an offer under Rule 2.5 of the City Code on Takeovers and Mergers
the "City Code") and, accordingly, there can be no certainty that any
offer will be made.
This announcement contains a number of forward-looking statements relating
to Aga and Enodis with respect to, among others, the following: financial
conditions; results of operations; the businesses of Aga and Enodis; future
benefits of the transaction; and management plans and objectives. Aga
considers any statements that are not historical facts as "forward-looking
statements". They involve a number of risks and uncertainties that could
cause actual results to differ materially from those suggested by the
forward-looking statements. Important factors that could cause actual
results to differ materially from estimates or forecasts contained in the
forward-looking statements include, among others, the following
possibilities: future revenues are lower than expected; costs or
difficulties relating to the combination of the businesses of Aga and
Enodis, or of other future acquisitions, are greater than expected;
expected cost savings from the transaction or from other future
acquisitions are not fully realised or not realised within the expected
time frame; competitive pressures in the industry increase; general
economic conditions or conditions affecting the relevant industries,
whether internationally or in the places Aga and Enodis do business, are
less favourable than expected, and/or conditions in the securities market
are less favourable than expected. Except as required by the FSA, the
London Stock Exchange or applicable law, Aga expressly disclaims any
obligation or undertaking to release publicly any updates or revisions to
any forward-looking statements contained in this announcement to reflect
any change in Aga's expectations with regard thereto or any change in
events, conditions or circumstances on which any statement is based.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or
becomes, "interested" (directly or indirectly) in 1% or more of any class
of "relevant securities" of Aga or of Enodis, all "dealings" in any
"relevant securities" of that company (including by means of an option in
respect of, or a derivative referenced to, any such "relevant securities")
must be publicly disclosed by no later than 3.30pm (London time) on the
London business day following the date of the relevant transaction. This
requirement will continue until the date on which the Offer becomes, or is
declared, unconditional as to acceptances, lapses or is otherwise withdrawn
or on which the "offer period" otherwise ends. If two or more persons act
together pursuant to an agreement or understanding, whether formal or
informal, to acquire an "interest" in "relevant securities" of Aga or of
Enodis, they will be deemed to be a single person for the purpose of Rule
8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of Aga or of Enodis by Aga or Enodis, or by any of their
respective "associates", must be disclosed by no later than 12.00 noon
(London time) on the London business day following the date of the relevant
transaction.
A disclosure table giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such
securities in issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long
economic exposure, whether conditional or absolute, to changes in the price
of securities. In particular, a person will be treated as having an
"interest" by virtue of the ownership or control of securities, or by
virtue of any option in respect of, or derivative referenced to,
securities.
Terms in quotation marks are defined in the Code, which can also be found on
the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a "dealing" under Rule 8, you should consult the Panel's
website at www.thetakeoverpanel.org.uk or contact the Panel on telephone number
+44 (0) 20 7382 9026; fax +44 (0) 20 7236 7005.
The distribution of this announcement in jurisdictions other than the
United Kingdom may be restricted by law and therefore persons into whose
possession this announcement comes should inform themselves about, and
observe, such restrictions. Any failure to comply with the restrictions may
constitute a violation of the securities laws or any such jurisdiction.
This announcement does not constitute an offer or an invitation to purchase
or subscribe for any securities or a solicitation of an offer to buy any
securities pursuant to this announcement or otherwise in any jurisdiction.
END
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