Press release from Business Wire
Emerson Acquires Chloride Shares Through Open Market Purchases
Friday, July 02, 2010
Emerson Acquires Chloride Shares Through Open Market Purchases12:48 EDT Friday, July 02, 2010 ST. LOUIS (Business Wire) -- Emerson Electric Co. (“Emerson”) announced today that it has acquired, through open market purchases, 49,998,079 shares of Chloride Group PLC (“Chloride”), representing approximately 19% of the issued share capital of Chloride, at a price of 378.3 pence per share. The Chloride shares were purchased by Rutherfurd Acquisitions Limited (“Rutherfurd”), a wholly-owned subsidiary of Emerson, on July 2, 2010. As a result of this acquisition, Rutherfurd owns a total of 49,998,079 shares of Chloride representing approximately 19% of the issued share capital of Chloride. Detailed disclosure with respect to these purchases can be found at http://centralcast.net/EmersonOffer. On June 29, 2010, Emerson announced a cash offer for the entire issued and to be issued share capital of Chloride (the “Offer”). Emerson and Chloride announced today that the board of directors of Chloride has resolved that it intends unanimously to recommend acceptance of the Offer. Under the terms set out by Emerson in the announcement of the Offer (the “Offer Announcement”), Chloride shareholders will receive 375 pence in cash for each Chloride share. Chloride shareholders will also be entitled to receive the final dividend of 3.3 pence per share as proposed by the board of directors of Chloride on May 24, 2010. Emerson may, with the agreement of the board of directors and the Panel on Takeovers and Mergers, elect to implement the acquisition by way of a court-sanctioned scheme of arrangement under Part 26 of the UK Companies Act 2006. Any such scheme would be subject to terms no less favorable to Chloride shareholders, as applicable, than those which were set out in the Offer Announcement. The Offer Announcement, as well as other information relating to the Offer, is available at http://centralcast.net/EmersonOffer. This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise.The Offer will be made solely through the Offer Documentation, which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted.Any acceptance or other response to the Offer should be made only on the basis of the information in the offer documentation to be sent to Chloride shareholders (the “Offer Documentation”).Greenhill & Co. and J.P. Morgan Cazenove are acting as financial advisers to Emerson and Rutherfurd. J.P. Morgan Cazenove is also acting as corporate broker. Slaughter and May and Davis Polk & Wardwell LLP are acting as legal advisers to Emerson and Rutherfurd.Greenhill & Co. International LLP, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Emerson and Rutherfurd and for no one else in connection with the Offer and any other matters referred to herein and will not be responsible to anyone other than Emerson and Rutherfurd for providing the protections afforded to clients of Greenhill & Co. International LLP or for providing advice in relation to the Offer and any other matters referred to herein.J.P. Morgan plc, which conducts its UK investment banking business as J.P. Morgan Cazenove and is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Emerson and Rutherfurd and for no one else in connection with the Offer and any other matters referred to herein and will not be responsible to anyone other than Emerson and Rutherfurd for providing the protections afforded to clients of J.P. Morgan plc or for providing advice in relation to the Offer and any other matters referred to herein.Overseas JurisdictionsUnless otherwise determined by Rutherfurd or required by the City Code on Takeovers and Mergers (the “Code”) and permitted by applicable law and regulation, the Offer is not being, and will not be made, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, internet or other forms of electronic transmission) of interstate or foreign commerce of, or by any facility of a national, state or other securities exchange of, Canada, Australia, Japan or any other jurisdiction where the relevant action would constitute a violation of the relevant laws and regulations of such jurisdiction or would result in a requirement to comply with any governmental or other consent or any registration, filing or other formalitywhich Rutherfurd regards as unduly onerous (a “Restricted Jurisdiction”) and will not be capable of acceptance by any such use, means, instrumentality or facility or from within Canada, Australia, Japan or any other Restricted Jurisdiction.Accordingly, unless otherwise determined by Rutherfurd or required by the Code and permitted by applicable law and regulation, copies of any documents relating to the Offer are not being and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent, in whole or in part, in, into or from Canada, Australia, Japan or any other Restricted Jurisdiction and persons receiving such documents (including, without limitation, custodians, nominees and trustees) must not, directly or indirectly, mail, transmit or otherwise forward, distribute or send them in, into or from any such jurisdiction.The availability of the Offer to persons who are not resident in the United Kingdom or the United States may be affected by the laws of the relevant jurisdictions in which they are located.Persons who are not resident in the United Kingdom or the United States should inform themselves about, and observe, any applicable legal or regulatory requirements of their jurisdiction.Further details in relation to overseas shareholders will be contained in the Offer Documentation.Any failure to comply with such applicable requirements may constitute a violation of the securities laws of any such jurisdiction.The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom or the United States may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or the United States should inform themselves about, and observe, any applicable legal or regulatory requirements.Any failure to comply with the applicable requirements may constitute a violation of the securities laws of any such jurisdiction.Any person (including, without limitation, any custodian, nominee and trustee) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this announcement and/or the Offer Documentation and/or any other related document to any jurisdiction outside the United Kingdom or the United States should inform themselves of, and observe, any applicable legal or regulatory requirements of such jurisdiction before taking any action.Notice to US holders of Chloride SharesThe Offer will be for the acquisition of securities of a corporation organised under the laws of England and Wales and will be subject to the procedure and disclosure requirements of England and Wales, which are different from those of the United States.The Offer will be made in the United States pursuant to an exemption from certain US tender offer rules provided by Rule 14d-1(c) of the US Exchange Act and otherwise in accordance with the requirements of the Code.Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments, that are different from those applicable under US domestic tender offer procedures and law.The financial information relating to Chloride included in the Offer Documentation has not been, and will not be, prepared in accordance with US GAAP and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with US GAAP.It may be difficult for US holders of Chloride Shares to enforce their rights and any claim arising out of the US federal securities laws, since Chloride is located in a non-US jurisdiction, and some or all of its officers and directors may be resident of a non-US jurisdiction.US holders of Chloride Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws.Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment.The receipt of cash pursuant to the Offer by a US holder of Chloride shares may be a taxable transaction for US federal income tax purposes and under applicable state and local income tax laws, as well as under foreign and other tax laws. Each holder of Chloride shares is urged to consult his independent professional adviser immediately regarding the tax consequences of acceptance of the Offer.In accordance with and subject to the applicable laws and regulatory requirements of the United Kingdom and pursuant to Rule 14e-5(b) of the US Exchange Act, Emerson and/or Rutherfurd and/or its or their nominees or brokers (acting as agents) may from time to time make purchases of, or arrangements to purchase, Chloride shares other than pursuant to the Offer.These purchases, or arrangements to purchase, may occur either in the open market at prevailing prices or in private transactions at negotiated prices and shall comply with applicable rules in the United Kingdom and applicable United States securities laws.In addition, in accordance with and subject to the applicable laws and regulatory requirements of the United Kingdom and the United States, the financial advisors to Emerson and Rutherfurd, or their respective affiliates and separately identifiable departments, may make purchases of, or arrangements to purchase, Chloride shares outside of the Offer or engage in trading activities involving Chloride shares and various related derivative transactions in the normal course of their business. Any information about such purchases will be disclosed as required in the UK and will be available from the Regulatory News Service on the London Stock Exchange website, www.londonstockexchange.com.This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.Dealing Disclosure Requirements under the CodeUnder Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.PublicationIn accordance with Rule 19.11 of the Code, a copy of this announcement will be published at www.emerson.com by noon on the day following the date on which this announcement is made.