FLSmidth comments on Ludowici media coverage
(Thomson Reuters ONE) -
PRESS RELEASE
On 23 January 2012, FLSmidth announced the entering into an agreement (Process
Agreement) with the Australian listed company Ludowici Limited (Ludowici) in
relation to its interest to acquire all of the shares of Ludowici at a price of
AUD 7.20 per share, corresponding to an enterprise value of approximately AUD
267m on cash and debt free basis through a scheme of arrangement. The price
would be reduced by any dividends that Ludowici pays to its shareholders prior
to completion. Under the Process Agreement, the Board of Ludowici has granted
FLSmidth access to perform a confidential due diligence investigation and the
parties have agreed to negotiate the terms of a detailed Scheme Implementation
Agreement, reflecting the key commercial terms which have been agreed in the
Process Agreement.
FLSmidth's expression of interest to acquire the shares in Ludowici is subject
to a number of conditions, including satisfactory completion of due diligence by
FLSmidth, execution of a Scheme Implementation Agreement, approval of the scheme
of arrangement by the shareholders of Ludowici, absence of significant negative
events, and all necessary regulatory approvals. Reference is made to FLSmidth's
announcement no. 3/2011 of 23 January 2012.
FLSmidth notes that as of today no formal or final offer has been made and that
there is no certainty that an offer will be made. FLSmidth is currently in the
process of conducting a due diligence investigation and will only decide on
whether to make an offer, and in such case, the terms thereof, upon completion
of such investigation.
Certain Australian media today comment on FLSmidth's ability to raise the
indicated offer price of AUD 7.20 per share, if it should wish to do so, under
Australian takeover regulation. The Process Agreement gives FLSmidth certain
exclusive rights. This includes that Ludowici may not during the term of the
Process Agreement recommend a competing proposal or enter into any agreement,
arrangement or understanding to undertake a competing proposal unless it has
first given FLSmidth the opportunity to provide a matching or superior offer.
FLSmidth has not made any statements to the media or others with the intention
or which should be interpreted to exclude or restrict FLSmidth from being able
to rely on this and other rights of FLSmidth provided for in the Process
Agreement. If FLSmidth decides to make a binding offer, it does not currently
intend to make or increase any such offer at a price above AUD 7.20 per share,
but reserves the right to do so.
-------------------------------------
Yours faithfully
Pernille Friis Andersen
Corporate Communications & Investor Relations
Link to PDF version:
http://hugin.info/2106/R/1581368/493901.pdf
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: FLSmidth via Thomson Reuters ONE
[HUG#1581368]
Unternehmensinformation / Kurzprofil:
Datum: 31.01.2012 - 13:15 Uhr
Sprache: Deutsch
News-ID 109478
Anzahl Zeichen: 3647
contact information:
Town:
Valby
Kategorie:
Business News
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