ESSEN, Germany, Aug. 28, 2012 /PRNewswire/ -- Elster (NYSE:
ELT) announced today that the initial offering period of the
previously-announced cash tender offer by Mintford AG, a
wholly-owned subsidiary of Melrose PLC, to acquire all outstanding
ordinary shares and American Depositary Shares (ADSs) of Elster
Group SE expired at 12:00 midnight, New
York City time on August 22,
2012. Such transaction had been approved by the
administrative board of Elster.
(Logo: http://photos.prnewswire.com/prnh/20110126/SF35872LOGO-a
)
The tender agent for the tender offer has advised Melrose that as of the expiration of the
initial offering period, approximately 99.35 percent of the total
share capital of Elster was tendered, which includes 17,412,069
ordinary shares of Elster and 41,338,334 ADSs of Elster that had
been validly tendered and not validly withdrawn pursuant to the
tender offer and an additional 1,162,322 ADSs tendered subject to
guaranteed delivery procedures. Mintford AG has accepted for
payment, and indicated that it expects to promptly pay for, all
ordinary shares and ADSs of Elster validly tendered and not validly
withdrawn on or prior to the expiration of the initial tender
offer.
With effect as of August 24, 2012,
all members of the administrative board of Elster Group SE resigned
from their office. Simon
Beresford-Wylie also resigned from his office as managing
director and chief executive officer (CEO), and Rainer Beaujean resigned from his office as
managing director and chief financial officer (CFO), in each case,
as of August 24, 2012.
Also with effect as of August 24,
2012, the local court of Essen,
Germany, appointed new members of the administrative board
of Elster Group SE. For more information about the new board
members, please visit www.elster.com.
About Elster
Elster (NYSE: ELT) is one of the world's largest electricity,
gas and water measurement and control providers. Its offerings
include distribution monitoring and control, advanced Smart
Metering, demand response, networking and software solutions, and
numerous related communications and services – key components for
enabling consumer choice, operational efficiency and conservation.
Its products and solutions are widely used by utilities in the
traditional and emerging Smart Grid markets.
Elster has one of the most extensive installed revenue
measurement bases in the world, with more than 200 million metering
devices deployed over the course of the last 10 years. It sells its
products and services in more than 130 countries across
electricity, gas, water and multi-utility applications for
residential, commercial and industrial, and transmission and
distribution applications.
For more information about Elster, please visit www.elster.com
and follow us on Twitter at www.elster.com/twitter.
Additional Information
This announcement is neither an offer to purchase nor a
solicitation of an offer to sell securities. The offer to purchase
ordinary shares of Elster or American Depositary Shares of Elster
will only be made pursuant to the offer to purchase, the letters of
transmittal and related documents which were filed with the
Securities and Exchange Commission ("SEC") on July 9, 2012 (along with any subsequent
amendments). Elster security holders are strongly advised to read
both the tender offer statement and the solicitation/recommendation
statement that was filed by Elster on July
9, 2012 (along with any subsequent amendments) regarding the
tender offer as they contain important information. Elster security
holders may obtain free copies of these statements and other
documents filed with respect to the tender offer at the SEC's
website at www.sec.gov. In addition, copies of the tender offer
statement and related materials may be obtained for free by
directing such requests to the information agent for the tender
offer. The solicitation/recommendation statement and related
documents may be obtained by directing such requests to Elster,
Attention: Investor Relations, 208 S. Rogers Lane, Raleigh, NC 27610, +1 919 250 5595.
Forward-Looking Statements
This release contains forward-looking statements with respect to
certain of Elster's current expectations and projections about
future events. Actual events or results may differ materially from
those described in this release due to a number of risks and
uncertainties. These potential risks and uncertainties include,
among others, the outcome of certain court processes required to
effectuate the appointments described herein. Elster is not
obligated to update these forward-looking statements to reflect
events or circumstances after the date of this document. Readers
are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of their dates.
SOURCE Elster