Ludowici Limited : 10/02/2012 - Notification of Competing Proposal (0.03929328918457031 Mb)

10 February 2012

Notification of Competing Proposal

Further to the announcement on 23 January 2012 of a conditional proposal from FLSmidth & Co. A/S (ìFLSmidthî) to acquire all the shares in Ludowici Ltd (ìLudowiciî) for $7.20 per share (less any dividends paid or declared by Ludowici before the transaction is completed), Ludowici advises that it has received a competing non-binding, indicative and conditional proposal from the Weir Group PLC (ìWeirî) to acquire all of the issued share capital of Ludowici for an indicative price of $7.92 per share in cash (less any dividends paid or declared by Ludowici before the transaction is completed) under a scheme of arrangement.
The indicative proposal from Weir is subject to satisfactory completion of due diligence and entering into an appropriate scheme implementation agreement containing similar terms and conditions to those referred to in Clause 2 of the Process Agreement dated 23 January 2012 between FLSmidth and Ludowici, together with such other terms and conditions as may otherwise be agreed between Weir and Ludowici.
The Ludowici Board on the advice of its advisers (ICS Advisory and Gilbert + Tobin) has determined, in accordance with its fiduciary duties, to engage with Weir and to allow them access to perform due diligence (subject to Weir agreeing to an acceptable confidentiality agreement). Shareholders should note that there is no guarantee that any proposal to acquire Ludowici shares will eventuate.
Ludowici will keep the market informed of any developments.

Phil Arnall Chairman Ludowici Limited