Elster Group SE Confirms Possible Acquisition by Melrose PLC
— Acquisition discussions are ongoing —
ESSEN, Germany, June 18, 2012 /PRNewswire/ -- Elster Group SE (NYSE: ELT) confirms that it is in discussions with Melrose PLC regarding a potential agreement pursuant to which, among other things, Melrose would make an all cash offer for all outstanding shares of Elster at US$20.50 per American Depositary Share, or approximately US$2.3 billion in aggregate on a fully diluted basis.
Melrose is currently conducting due diligence and has informed Elster that it is in the process of putting in place firm financing. Elster was informed by Rembrandt Holdings S.A., Elster's largest shareholder, that it entered into an agreement with Melrose that requires Rembrandt, subject to certain conditions, to enter into a tender agreement under which, again subject to certain conditions, it would tender its entire stake in Elster into Melrose's offer if such an offer is announced and is completed, and - under certain circumstances - to pay Melrose a termination fee if Melrose's offer is unsuccessful and Rembrandt thereafter accepts another offer for its stake in Elster.
The Administrative Board of Elster is in the process of evaluating whether the proposal is in the best interest of Elster and its stakeholders. There can be no assurances that any transaction will occur, or if it does, what the terms of such transaction would be.
Elster (NYSE: ELT) is one of the world's largest electricity, gas and water measurement and control providers. Its offerings include distribution monitoring and control, advanced smart metering, demand response, networking and software solutions, and numerous related communications and services - key components for enabling consumer choice, operational efficiency and conservation. Its products and solutions are widely used by utilities in the traditional and emerging Smart Grid markets.
Elster has one of the most extensive installed revenue measurement bases in the world, with more than 200 million metering devices deployed over the course of the last 10 years. It sells its products and services in more than 130 countries across electricity, gas, water and multi-utility applications for residential, commercial and industrial, and transmission and distribution applications.
This announcement is neither an offer to purchase nor a solicitation of an offer to sell securities.
This release contains forward-looking statements that involve risks and uncertainties concerning the proposed acquisition. Actual events or results may differ materially from those described in this release due to a number of risks and uncertainties. Among others, there is no certainty that the negotiations referred to in this announcement will lead to a binding agreement or transaction between the parties. Elster is not obligated to update these forward-looking statements to reflect events or circumstances after the date of this document. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates.
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