Vigerslev Allé 77 · DK-2500 Valby · Copenhagen · Denmark
Tel +45 36 18 18 00 · Fax +45 36 44 18 30 · corppr@flsmidth.com www.flsmidth.com · CVR-No. DK 58180912
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Danish Financial Supervisory Authority
Århusgade 110
DK-2100 Copenhagen Ø
Company Announcement No. 10-2012:
FLSmidth to Proceed with Offer of AUD 11 per share for Australian company Ludowici
Today, the Australian Takeovers Panel has published a
Declaration and Orders which allows FLSmidth to proceed with
its offer of AUD 11 per share (less any dividends determined,
declared or paid by Ludowici before the transaction is
completed) for Australian company Ludowici Limited
(Ludowici).
As a consequence, FLSmidth and Ludowici have amended the
Scheme Implementation Agreement to reflect the agreed, higher
price and the deletion of the condition which related to the
Takeovers Panel proceedings. The Scheme Implementation
Agreement otherwise remains substantially unchanged and
remains subject to a number of customary conditions including
shareholder approval, court approvals and other regulatory
approvals (see company announcement No. 07 - 2012).
The Board of Directors of Ludowici has unanimously resolved
to recommend the proposed transaction to Ludowici's
shareholders, subject to there being no superior proposal and
an independent expert concluding that the scheme is in the
best interests of the shareholders.
As set out in Ludowici's ASX announcement dated 16 February
2012, Ludowici Investments Pty Limited, Julian Ludowici and
the other Ludowici Directors, who together control
approximately 22% of the outstanding shares of Ludowici, have
confirmed that, in the absence of a superior proposal, they
will support the scheme and vote their shares in favour of
the proposed transaction.
In its declaration and orders announced today, the Takeovers
Panel has also found that
FLSmidth's correction on 31 January 2012 of the Reuters
article published on 23 January
2012, stating that FLSmidth reserved its right to increase
its offer at AUD 7.20 per Ludowici share, should have been
made earlier. As a consequence, the Takeovers Panel has
ordered FLSmidth to implement a process that may result in
compensation to Ludowici shareholders who may have suffered a
loss by selling Ludowici shares in the period from 23 January
2012 and until 31 January 2012 in reliance on FLSmidth's
statement of 23 January 2012. The Takeovers Panel has decided
that the compensation per share cannot exceed AUD 2.67 and
based on the amount of Ludowici shares traded between the
publication of the Reuters
article and FLSmidth's corrections, the maximum
aggregate amount of compensation cannot
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exceed AUD 2.9 million. FLSmidth expects the actual amount of
compensation payable to be lower.
The parties have 2 days to appeal the decision of the
Takeovers Panel, and FLSmidth is currently considering its
position.
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For further information about FLSmidth, please visit www.flsmidth.com. Yours
faithfully
Pernille Friis Andersen
Corporate Communications & Investor Relations