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FLSmidth comments on Ludowici media coverage

31.01.2012

PRESS RELEASE

On 23 January 2012, FLSmidth announced the entering into an agreement (Process Agreement) with the Australian listed company Ludowici Limited (Ludowici) in relation to its interest to acquire all of the shares of Ludowici at a price of AUD 7.20 per share, corresponding to an enterprise value of approximately AUD 267m on cash and debt free basis through a scheme of arrangement. The price would be reduced by any dividends that Ludowici pays to its shareholders prior to completion. Under the Process Agreement, the Board of Ludowici has granted FLSmidth access to perform a confidential due diligence investigation and the parties have agreed to negotiate the terms of a detailed Scheme Implementation Agreement, reflecting the key commercial terms which have been agreed in the Process Agreement.

FLSmidth's expression of interest to acquire the shares in Ludowici is subject to a number of conditions, including satisfactory completion of due diligence by FLSmidth, execution of a Scheme Implementation Agreement, approval of the scheme of arrangement by the shareholders of Ludowici, absence of significant negative events, and all necessary regulatory approvals. Reference is made to FLSmidth's announcement no. 3/2011 of 23 January 2012.

FLSmidth notes that as of today no formal or final offer has been made and that there is no certainty that an offer will be made. FLSmidth is currently in the process of conducting a due diligence investigation and will only decide on whether to make an offer, and in such case, the terms thereof, upon completion of such investigation. 

Certain Australian media today comment on FLSmidth's ability to raise the indicated offer price of AUD 7.20 per share, if it should wish to do so, under Australian takeover regulation. The Process Agreement gives FLSmidth certain exclusive rights. This includes that Ludowici may not during the term of the Process Agreement recommend a competing proposal or enter into any agreement, arrangement or understanding to undertake a competing proposal unless it has first given FLSmidth the opportunity to provide a matching or superior offer. FLSmidth has not made any statements to the media or others with the intention or which should be interpreted to exclude or restrict FLSmidth from being able to rely on this and other rights of FLSmidth provided for in the Process Agreement. If FLSmidth decides to make a binding offer, it does not currently intend to make or increase any such offer at a price above AUD 7.20 per share, but reserves the right to do so.

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Yours faithfully

Pernille Friis Andersen
Corporate Communications & Investor Relations