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Elster Group SE Confirms Possible Acquisition by Melrose PLC
June 18, 2012
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Elster Group SE today confirmed 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.
Source: Elster Group
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