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.
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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.
About Elster
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.
For more information about Elster, please visit www.elster.com
and follow us on Twitter at www.elster.com/twitter.
Additional information
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.
SOURCE Elster Group SE