Today’s statements do not constitute no increase statements for the purposes of Rule 32.2 of the Takeover Code.
Enquiries:
Sulzer
Dr. Gabriele Weiher, Phone: +41 52 262 20 22,
Fax: +41 52 262 00 25, E-mail: gabriele.weiher@Sulzer.com
Verena Gölkel (Media), Phone: +41 52 262 26 82,
Fax: +41 52 262 00 25, E-mail: verena.goelkel@Sulzer.com
UBS Investment Bank (financial adviser and broker to Sulzer)
Liam Beere, Phone: +44 20 7567 8000
Maitland (PR adviser to Sulzer)
Angus Maitland, Neil Bennett, Phone: +44 20 7379 5151
Notes for Editors:
Sulzer was founded in 1834 in Winterthur, Switzerland, and today is active in machinery and equipment manufacturing and surface engineering at over 120 locations worldwide. The divisions are strong global players in their respective customer segments, which include the oil and gas, chemical process, power generation, pulp and paper, automotive, and aerospace industries.
This announcement does not constitute or form part of any offer or invitation to sell or purchase any securities or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or a firm intention to make an offer pursuant to Rule 2.5 of the City Code on Takeovers and Mergers (the “Code”).
UBS is acting for Sulzer as financial adviser in relation to a possible offer for Bodycote and is not acting for any other person in relation to such a possible offer. UBS will not be responsible to anyone other than Sulzer for providing the protections afforded to its clients nor for providing advice in relation to the contents of this announcement.
In accordance with normal UK market practice, and pursuant to any exemptive relief granted by the Securities and Exchange Commission, Sulzer and/or its subsidiaries or their respective nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, Bodycote shares outside the United States, other than pursuant to any offer, before or during the period in which any such offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed on a next day basis to a Regulatory Information Service and the Panel on Takeovers and Mergers and will be available from the Regulatory News Service on the London Stock Exchange website, www.londonstockexchange.com, and will be communicated in the United States by way of an announcement.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of Bodycote, 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 3.30 pm (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 Bodycote, 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 Bodycote by Sulzer or Bodycote, 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.
Information in this announcement relating to Bodycote has been compiled from published sources. The financial information relating to Bodycote has been extracted or derived, without material adjustment, from the Bodycote 2006 annual report, unless otherwise stated. The multiple of 19.9 times Bodycote’s reported headline earnings per share of 17.3 pence for the year ended December 31, 2006 is derived from the Bodycote 2006 annual report.
Overseas Shareholders
Any offer will not be made directly or indirectly, in or into, a Restricted Jurisdiction and would not be capable of acceptance from or within any Restricted Jurisdiction. Accordingly, copies of this announcement and any documentation relating to any offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send any such documents in or into or from a Restricted Jurisdiction. A “Restricted Jurisdiction” means Australia, Japan or any jurisdiction where the making or acceptance of an offer would violate the law of that jurisdiction.
This announcement has been prepared for the purposes 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 and regulations of any jurisdiction outside of England.
The availability of any offer or the distribution of this announcement to persons who are not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions.
Forward-Looking Statements
This announcement contains "forward-looking statements" concerning Sulzer, Bodycote and a possible offer. These statements include the possibility of a transaction and the likely form of any such transaction. Generally, the words "will", "may", "should", "continue", "believes", "expects", "intends", "anticipates" or similar expressions identify forward-looking statements. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond the companies' ability to control or estimate precisely, such as future market conditions and the behaviour of other market participants. Sulzer can give no assurance that such expectations will prove to have been correct. The reader is cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this document and, except as otherwise required by law, Sulzer does not undertake to update any of the forward-looking statements set out herein.
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