Emerson Electric Co. has acquired, through open market purchases, 49,998,079 shares of Chloride Group PLC, representing approximately 19 percent of the issued share capital of Chloride, at a price of 378.3 pence per share. The Chloride shares were purchased by Rutherfurd Acquisitions LTD, a wholly-owned subsidiary of Emerson, on July 2, 2010. As a result of this acquisition, Rutherfurd owns a total of 49,998,079 shares of Chloride representing approximately 19 percent of the issued share capital of Chloride. Detailed disclosure with respect to these purchases can be found here.
On June 29, 2010, Emerson announced a cash offer for the entire issued and to be issued share capital of Chloride. Emerson and Chloride announced July1 that the board of directors of Chloride has resolved that it intends unanimously to recommend acceptance of the Offer. Under the terms set out by Emerson in the announcement of the Offer, Chloride shareholders will receive 375 pence in cash for each Chloride share. Chloride shareholders will also be entitled to receive the final dividend of 3.3 pence per share as proposed by the board of directors of Chloride on May 24, 2010. Emerson may, with the agreement of the board of directors and the Panel on Takeovers and Mergers, elect to implement the acquisition by way of a court-sanctioned scheme of arrangement under Part 26 of the UK Companies Act 2006. Any such scheme would be subject to terms no less favorable to Chloride shareholders, as applicable, than those which were set out in the Offer Announcement.
We previously reported that ABB was also interested in Chloride. In a statement on July 1, ABB announced it “has reviewed the offer announced by Emerson on 20 June 2010 and has decided not to match Emerson’s offer” Added Joe Hogan, ABB chief executive officer, “While we still see considerable value in the combination of ABB and Chloride and have a high regard for the Chloride management team, we must take a disciplined approach when assessing potential acquisitions.”
