28 February 2012
AMENDED SCHEME IMPLEMENTATION AGREEMENT SIGNED FOR FLSMIDTH TO ACQUIRE ALL LUDOWICI SHARES FOR $11.00 CASH PER SHARE Outcome of Takeovers Panel ProceedingsOn 13 February 2012, an application was made to the Takeovers Panel by The Weir Group PLC seeking orders to the effect that FLSmidth & Co. A/S (FLSmidth) cannot acquire Ludowici at a price higher than its initial offer of $7.20 cash per share. The Takeovers Panel has today made a declaration of unacceptable circumstances and final orders in relation to the matter, that allow FLSmidth to acquire Ludowici shares at a price higher than $7.20 cash per share and requires FLSmidth to implement a process that may result in compensation to certain shareholders who sold their Ludowici shares on ASX between 23 January 2012 and 31 January 2012. Further information can be found on www.ludowici.com.au.
Amended Scheme Implementation Agreement
Ludowici and FLSmidth have today amended the terms of the
Scheme Implementation Agreement
(SIA) dated 16 February 2012 to reflect that FLSmidth has
agreed to acquire all Ludowiciís shares for
$11.00 cash per share (less any dividend or distribution
declared or paid by Ludowici before the transaction is
completed) by way of Scheme of Arrangement and to remove the
condition precedent
in relation to the outcome of the Takeovers Panel
proceedings. The SIA is still subject to a number of
customary conditions including shareholder approval, court
approvals and other regulatory approvals (including approval
of the Foreign Investment Review Board).
The Ludowici Directors have unanimously resolved to recommend
the proposed transaction, subject to there being no superior
offer and the independent expert concluding that the Scheme
is in the best interests of shareholders.
As set out in Ludowiciís ASX announcement dated 16 February
2012, Ludowici Investments Pty Limited (the companyís largest
shareholder), Julian Ludowici and the other Ludowici
Directors have confirmed that, in the absence of a superior
proposal, they support the proposed transaction, and will
vote their shares (together representing approximately 22% of
outstanding Ludowici shares) in favour of the proposed
transaction.
The Scheme requires Ludowici shareholdersí approval. A Scheme
booklet containing information relating to the Scheme, the
reasons for the Directorsí unanimous recommendation, an
independent expert report and the details of the shareholder
meeting is expected to be sent to Ludowici shareholders in
April 2012.
The shareholder meeting to approve the Scheme is expected to
be held in May 2012. Subject to the shareholder approval and
the court, Ludowici currently expects the transaction to be
completed during June 2012.
Phil Arnall Chairman Ludowici Limited