Melrose PLC – Regulatory Approvals Received
Melrose PLC – Regulatory Approvals Received
Final Regulatory Approvals Received For Melrose's Tender Offer for Elster
PR Newswire
LONDON, August 17, 2012
LONDON, August 17, 2012 /PRNewswire/ --
Melrose PLC ("Melrose") announced today that antitrust clearances in Ukraine
and Russia were received, respectively, on August 16, 2012 and August 17,
2012, with respect to the tender offer by Mintford AG ("Bidder"), an indirect
wholly owned subsidiary of Melrose, for 100% of the outstanding ordinary
shares and American Depositary Shares of Elster Group SE ("Elster"). As
previously announced, Melrose received the approval of the European Commission
on August 3, 2012 and, in the United States, early termination of the HSR Act
waiting period was granted on July 9, 2012. Accordingly, all regulatory
approvals conditions to the tender offer have been satisfied.
As of 5:00 pm New York City time on August 16, 2012, 17,412,069 ordinary
shares of Elster and 24,308,719 American Depositary Shares of Elster had been
tendered. These ordinary shares and American Depositary Shares represent
collectively approximately 83.24% of the total share capital of Elster as of
such time.
The tender offer is scheduled to expire at 12:00 Midnight, New York City time,
on August 22, 2012, unless the tender offer is extended or earlier terminated
in accordance with the rules and regulations of the U.S. Securities and
Exchange Commission and the terms of the investment agreement among Elster,
Melrose and Bidder.
Forward Looking Statements
This announcement contains (or may contain) certain forward-looking statements
with respect to certain of Melrose's current expectations and projections
about future events. These statements, which sometimes use words such as
"anticipate", "believe", "intend", "estimate", "expect", "will", "shall",
"may", "aim", "predict", "should", "continue" and words of similar meaning
and/or other similar expressions that are predictions of or indicate future
events and/or future trends, reflect the directors' beliefs and expectations
at the date of this announcement and involve a number of risks, uncertainties
and assumptions that could cause actual results and performance to differ
materially from any expected future results or performance expressed or
implied by the forward-looking statement.
Statements contained in this announcement regarding past trends or activities
should not be taken as a representation that such trends or activities will
continue in the future. The information contained in this announcement is
subject to change without notice and, except as required by applicable law,
neither Melrose nor any of its affiliates assumes any responsibility or
obligation to update publicly or review any of the forward-looking statements
contained herein. You should not place undue reliance on forward-looking
statements, which speak only as of the date of this announcement.
Additional Information
This announcement is for informational purposes only and is not an offer to
buy or the solicitation of an offer to sell any ordinary shares of Elster or
American Depositary Shares of Elster. The solicitation of offers to buy
ordinary shares of Elster or American Depositary Shares of Elster will only be
made pursuant to the offer to purchase, the letters of transmittal and related
documents which were filed with the Securities and Exchange Commission ("SEC")
on July 9, 2012. Elster security holders are strongly advised to read both the
tender offer statement and the solicitation/recommendation statement that was
filed by Elster on July 9, 2012 regarding the tender offer as they contain
important information. Elster security holders may obtain free copies of these
statements and other documents filed with respect to the tender offer at the
SEC's website at http://www.sec.gov. In addition, copies of the tender offer
statement and related materials may be obtained for free by directing such
requests to the information agent for the tender offer. The
solicitation/recommendation statement and related documents may be obtained by
directing such requests to Elster.
This announcement is for information purposes only and shall not constitute an
offer to buy, sell, issue or subscribe for, or the solicitation of an offer to
buy, sell, issue, or subscribe for, any securities in Melrose or any other
entity. No securities of Melrose have been or will be registered under the
U.S. Securities Act of 1933 and may not be offered or sold in the United
States absent registration or an exemption from registration thereunder.
SOURCE Melrose PLC
Contact: Enquiries: M:Communications: Nick Miles/Ann-marie Wilkinson/Andrew
Benbow, +44(0)20-7920-2330
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