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FLSmidth Company Announcements

Result of the recommended Exchange Offer

Message to the Copenhagen Stock Exchange no. 13 - 2006

FLSmidth & Co. has received acceptances from shareholders representing 97.6 % of the total share capital and 99.4 % of the voting rights in Potagua FLS A/S and is completing the Exchange Offer.
On 16 March 2006, FLSmidth & Co. A/S ("FLSmidth & Co.") submitted to the shareholders in Potagua FLS A/S ("Potagua FLS") a voluntary conditional share exchange offer recommended by the Board of Directors of Potagua FLS ("the Exchange Offer") for the acquisition of all A and B shares in Potagua FLS against consideration in the form of new shares in FLSmidth & Co.  ("New FLSmidth & Co. Shares").
The exchange offer expired on 26 April 2006 at 20.00 hours (Danish time). By that time FLSmidth & Co. had received valid acceptances pursuant to the Exchange Offer representing 97.6 % of the total share capital and 99.4 % of the voting rights in Potagua FLS, whereby the condition in the Exchange Offer that FLSmidth & Co. is to hold at least two thirds of the total share capital and of the voting rights in Potagua FLS has been fulfilled.
FLSmidth & Co. therefore considers all the conditions relating to the Exchange Offer to have been fulfilled and confirms that the Exchange Offer will be completed.
FLSmidth & Co. expects the settlement to take place on Friday 5 May 2006 in accordance with the Offer Document dated 16 March 2006. On the part of the accepting shareholders in Potagua FLS, the share exchange will take place by selling Potagua FLS shares at 1.2122 x DKK 255 corresponding to DKK 309.1110 per Potagua FLS share and by purchasing FLSmidth & Co. shares (whole number) at DKK 255 per FLSmidth & Co. share.
In so far as the exchange ratio means that the number of New FLSmidth & Co. Shares received in a shareholder's account is not divisible by 1, the number will be rounded down to the nearest whole number of New FLSmidth & Co. Shares. Shareholders in Potagua FLS who are consequently entitled to a fraction of a New FLSmidth & Co. Share, will receive such fraction in cash based on the average market price (all trades) of FLSmidth & Co. B shares on the Copenhagen Stock Exchange during the last five trading days prior to the release of this announcement, i.e. 20 April to 26 April 2006, which amounts to DKK 255 per share.
After the completion of the Exchange Offer, FLSmidth & Co. will request Potagua FLS to convene an extraordinary general meeting which is likely to be held by the end of May 2006 with a view to electing a new Board of Directors of Potagua FLS. In that context it is expected that the present Board of Directors of Potagua FLS will be succeeded by the present Board of Directors of FLSmidth & Co.
Moreover, FLSmidth & Co. will as soon as possible initiate a forced redemption of the remaining shareholders in Potagua FLS pursuant to the Danish Companies Act Sections 20b and 20c and shall accordingly apply for delisting of Potagua FLS from the Copenhagen Stock Exchange.
As mentioned in connection with the announcement of the Exchange Offer, FLSmidth & Co. intends in continuation of the completion of the offer to buy back own shares within the limit of the existing authorisation of the Board of Directors to buy own shares up to 10% of the share capital in order to support the price of the FLSmidth & Co. share, should this become necessary. As of today, 1.1 % of the existing authorisation has been exercised.
Any buy-back of own shares shall take place in accordance with Section 48 of the Danish Companies Act, and shares that are acquired in this context shall be included in FLSmidth & Co.'s holding of own shares and may subsequently be used as payment in connection with acquisitions, placed on the market or cancelled.
Any buy-back of own shares and possible reselling of them will be handled by Danske Markets and will at the earliest be initiated after the release of the FLSmidth & Co. interim report on 18 May 2006.
Please direct any questions regarding this announcement to Board Chairman Jørgen Worning, telephone +45 45 76 74 05.
Yours faithfully
Torben Seemann Hansen
Corporate Public Relations