TIDMAGA
RNS Number : 9471X
The Middleby Corporation
03 September 2015
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR
INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION
FOR IMMEDIATE RELEASE
3 September 2015
The Middleby Corporation ("Middleby")
Statement Regarding AGA Rangemaster Group plc ("AGA")
Middleby notes the announcement by the Takeover Panel setting a
deadline of 14 September 2015 for Whirlpool Corporation
("Whirlpool") to either announce a firm intention to make an offer
for AGA under Rule 2.7 of the Code or announce that it does not
intend to make an offer for AGA.
Middleby confirms that it is continuing with its acquisition for
AGA in line with the timetable communicated on 17 August 2015 and
the AGA shareholder meetings to approve the acquisition of AGA by
Middleby are due to be held on 8 September 2015.
As noted in the announcement on 15 July 2015, Middleby and AGA
believe that the acquisition by Middleby recognises the quality of
AGA's businesses and its prospects and provides a compelling
opportunity for AGA Shareholders to realise value from their
current holdings.
As AGA has stated, the making of an offer by Whirlpool is
subject to a number of conditions and there is no certainty that
any offer will be forthcoming or as to the terms of any offer. By
contrast, Middleby's acquisition has no regulatory or anti-trust
conditions. Accordingly, if the Middleby acquisition is approved by
AGA shareholders and the Court, Scheme Shareholders will be paid
the consideration within 14 days of the expected Effective Date of
23 September 2015.
Middleby encourages AGA shareholders to consider the motivations
of the approach by Whirlpool, in particular why it has waited until
this late stage in the process to approach AGA. Middleby urges AGA
shareholders to be wary that there is no certainty Whirlpool will
ultimately make any offer.
Therefore, Middleby encourages all Scheme Shareholders to vote
in favour of the Scheme at the Court Meeting and AGA Shareholders
vote in favour of the Special Resolution to be proposed at the AGA
General Meeting.
Unless otherwise defined herein, terms defined in the scheme
document in respect of the recommended offer by Middleby for AGA
dated 17 August 2015 have the same meaning in this
announcement.
Enquiries:
Bidco and Middleby:
Timothy Fitzgerald Tel: +1 847 429 7756
Darcy Bretz
Morgan Stanley:
(Financial Adviser to Bidco and Middleby)
Colm Donlon Tel: +44 (0)20 7425 8000
Daniel Blank
Morgan Stanley & Co. International plc ("Morgan Stanley"),
which is authorised by the Prudential Regulation Authority and
regulated by the Financial Conduct Authority and the Prudential
Regulation Authority in the United Kingdom, is acting for Bidco and
Middleby and no-one else in connection with the Transaction and
will not be responsible to anyone other than Bidco and Middleby for
providing the protections afforded to clients of Morgan Stanley nor
for providing advice in relation to the Transaction. Neither Morgan
Stanley nor any of its subsidiaries, branches or affiliates owes or
accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Morgan Stanley in
connection with this Transaction, any statement contained herein or
otherwise.
Disclosure requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1 per cent or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange offeror,
save to the extent that these details have previously been
disclosed under Rule 8. A Dealing Disclosure by a person to whom
Rule 8.3(b) applies must be made by no later than 3.30 pm (London
time) on the business day following the date of the relevant
dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Takeover Panel's Market
Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as
to whether you are required to make an Opening Position Disclosure
or a Dealing Disclosure.
Publication of this announcement
A copy of this announcement will be made available subject to
certain restrictions relating to persons resident in restricted
jurisdictions on Middleby's website (www.middleby.com), under the
"Investor Relations" section.
The content of the websites referred to in this announcement is
not incorporated into and does not form part of this
announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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