Xaar Board rejects possible offer
Xaar plc announces that it has received an unsolicited approach from Danaher Inc.
Whilst an offer on these terms would represent a premium of between 38.5 - 58.5 pence to the closing share price of 161.5 pence on 13 November 2006, more relevantly it would represent a discount of between 118 - 138 pence to the 12 month share price high of 338 pence.
The Board views the timing of this approach as opportunistic. It continues to be confident in the longer-term prospects of the Company in a rapidly growing market, as well as in the strategic value of its digital ink-jet technology. Accordingly, the Board advises shareholders to take no further action at this time.
This announcement is made without Danaher's consent. There can be no certainty that an offer will be made nor as to the terms on which any offer might be made.
Xaar is being advised by Panmure Gordon in relation to this matter. Further announcements will be made as and when appropriate.
In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, the Company confirms that it has 61,701,725 ordinary shares of 10 pence each in issue and admitted to trading on the Official List of the London Stock Exchange under the UK International Securities Identification Number ('ISIN code') GB0001570810.
The source of the share price data above is the Official List of the London Stock Exchange for 2 March 2006 and 13 November 2006 respectively.
Statement re Xaar plc - Approach by Danaher Corporation
Danaher notes the announcement today by Xaar plc. Danaher confirms that it made an approach to Xaar plc on 13 October 2006 with a proposed all cash offer at a price of 200 to 220 pence per ordinary share, subject, inter alia, to a number of waiveable preconditions including due diligence.
This proposed offer range represents a premium of circa 32% to circa 45% to Xaar's simple average closing price over the past three months and circa 24% to circa 36% premium to yesterday's closing price. The Board of Xaar plc has declined to allow Danaher access to due diligence and has rejected the approach. Danaher is considering its position.
Neither this announcement nor Danaher's approach to Xaar plc constitute an offer or impose any obligation to make an offer for all or any part of the share capital of Xaar plc and, in particular, do not constitute, nor does Danaher currently have, a firm intention to make an offer for the purposes of Rule 2.5 of the Takeover Code. There can be no certainty that any offer will ultimately be made even if the preconditions are satisfied or waived.
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Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the 'Code'), if any person is, or becomes, 'interested' (directly or indirectly) in 1% or more of any class of 'relevant securities' of the Company, all 'dealings' in any 'relevant securities' of the Company (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the 'offer period' otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an 'interest' in 'relevant securities' of the Company, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant securities' of the Company by the offeror or the Company, or by any of their respective 'associates', must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose 'relevant securities' 'dealings' should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk.
'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a 'dealing' under Rule 8, you should consult the Panel.
Panmure Gordon (UK) Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for the Company and for no-one else in connection with the matter and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Panmure Gordon (UK) Limited or for providing advice in connection with the matters set out in this announcement.
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Xaar is a world leader in the development of digital inkjet technology