Castle is the sole owner of Dowding & Mills, a leading repair and maintenance service provider for generators and motors. As at 4:30 p.m. (London time) on June 2, 2010, Sulzer (UK) Holdings Limited had received valid acceptances from Castle shareholders in respect of approximately 94.52 percent of the existing share capital of Castle, including approximately 94.09 percent, which were subject to irrevocable undertakings to accept the offer given by certain directors and significant shareholders of Castle. Based on the level of acceptances received, the offer has become unconditional as to acceptances and Sulzer has declared the offer unconditional in all respects. Sulzer’s intends to procure that Castle applies to the London Stock Exchange for the cancellation of the admission to trading of Castle shares on the Alternative Investment Market (AIM) and to exercise its rights to acquire compulsorily any remaining Castle shares on the same terms as the offer.
With the offer to acquire Dowding & Mills, first announced on June 2, 2010, Sulzer will strengthen its service business. Dowding &Mills achieved annual sales of GBP 125.5 million (CHF 213 million) in the twelve months ended on June 30, 2009, with its repair and maintenance service for generators and motors. The electromechanical activities of Dowding &Mills will expand Sulzer’s technical competences and complement the current activities of Sulzer Turbo Services. The intended combination of Sulzer Turbo Services and Dowding &Mills will create a leading independent provider of maintenance and repair services for turbomachinery, generators and motors with potential for further geographical expansion. Sulzer will maintain its strong financial position, allowing for further external growth.
Note: For further details regarding the update of the offer by Sulzer please refer to www.sulzer.com/offer.
Information notice
This document has been prepared solely for its use at the announcement to be made on June 3, 2010 in connection with the proposed acquisition by Sulzer (UK) Holding Ltd. (“Sulzer”) of all of the issued and to be issued shares of [Castle Support Services plc] (the “Acquisition”).
N M Rothschild & Sons Limited is authorized and regulated in the United Kingdom by the Financial Services Authority, is acting as financial adviser to Sulzer and no-one else in connection with the contents of this document and will not be responsible to any person other than Sulzer for providing the protections afforded to clients of N M Rothschild & Sons Limited nor for providing advice in relation to any matter referred to herein.
This document is being supplied to you solely for your information. This document does not constitute a prospectus or a prospectus equivalent document. This document is not intended to, and does not constitute, or form part of, an offer to sell or an invitation to purchase or subscribe for any securities, or a solicitation of any vote or approval in any jurisdiction. No representation or warranty, express or implied, as to the accuracy or completeness of the information contained in this document is made by any of N M Rothschild & Sons Limited or Sulzer and no responsibility, obligation or liability (whether direct or indirect, in contract, tort or otherwise) is accepted by any of them, their respective affiliates or their respective officers, employees, agents or advisers in relation to it or any other information made available in connection with the document.
This document includes "forward-looking statements" which are based on the current expectations of the management of Castle Support Services plc and Sulzer and are subject to uncertainty and changes in circumstances. The forward-looking statements contained herein may include statements about the expected effects on Sulzer of the Acquisition, the expected timing and scope of the Acquisition, anticipated earnings enhancements, estimated cost savings and other synergies, costs to be incurred in achieving synergies, potential divestitures and other strategic options and all other statements in this document other than historical facts. Forward-looking statements include, without limitation, statements typically containing words such as "intends", "expects", "anticipates", "targets", "estimates" and words of similar import. By their nature, forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. Although the board of Sulzer believes the expectations in such forward-looking statements are reasonable, there are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to, unanticipated issues associated with the satisfaction of the conditions to the Acquisition; issues associated with obtaining necessary regulatory approvals and the terms and conditions of such approvals; the inability to integrate successfully Castle Support Services plc within Sulzer or to realize synergies from such integration within the time periods anticipated; and changes in anticipated costs related to the acquisition of Castle Support Services plc. Additional factors that could cause actual results and developments to differ materially include, among other things: unanticipated changes in revenue, margins, costs, and capital expenditures; issues associated with new product introductions; foreign currency fluctuations; increased raw material prices; unexpected issues associated with the availability of local suppliers and skilled labor; the risks associated with growth, geographic factors and political and economic risks; actions of competitors; changes in economic or industry conditions generally or in the markets served by Castle Support Services plc and Sulzer; the state of financial and credit markets; efficiencies and capacity utilization of facilities; issues related to new facilities and expansion of existing facilities; work stoppages, labor negotiations, and labor rates; government approval and funding of projects; the ability of our customers to receive financing; and the ability to complete and appropriately integrate restructurings, consolidations, acquisitions, divestitures, strategic alliances, and joint ventures. Forward-looking statements only speak as of the date on which they are made.
None of N M Rothschild & Sons Limited or Sulzer undertakes any obligation (except as required by law or regulation) to revise or update any information contained in this document, regardless of whether that information is affected as a result of new information, future events or otherwise.
To the extent that this document is being distributed in the United Kingdom it is only being distributed to those (a) who have professional experience in matters relating to investments who fall within Article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (b) high net worth entities and other persons to whom it may otherwise lawfully be communicated falling within Article 49(1) of the Order (all such persons together being referred to as “relevant persons”). Any person who is not a relevant person should not act or rely on this document or any of its contents.
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