Given the proximity of timing between a potential acquisition of Bodycote and the annual general meeting, Sulzer has as a precautionary measure decided to include the creation of authorized capital in the agenda.
Sulzer announced on March 2, 2007 that it may or may not make an offer for Bodycote. Sulzer intends to partly refinance the acquisition debt—assuming the acquisition is pursued—through a mixture of equity and long-term borrowings. The creation of authorized capital of up to 20% of total share capital is proposed to the annual general meeting on April 4, 2007. The issue of new shares is restricted to the acquisition of Bodycote.
Furthermore, Sulzer has suspended its share buyback program. The company has acquired 154 400 own shares (4.2%) for CHF 211.5 million. At the upcoming annual general meeting, the repurchased shares will not be cancelled as anticipated at the program’s launch (see media release from October 31, 2006). If the acquisition of Bodycote does not take place, cancellation of the share capital will be proposed to the annual general meeting 2008.
The entire agenda is as follows:
1. Annual report, annual accounts, and consolidated financial statements for 2006; report by the company and
corporate auditors
2. Appropriation of net profit
3. Discharge
4. Election of existing board members
5. Election of a new board member
6. Election of the company and corporate auditors
7. Creation of authorized capital
Note for editors
This media release does not constitute an offer or impose any obligation on Sulzer or any other person or entity to make an offer, nor does it evidence an intention to make an offer for Bodycote International plc.
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