NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
Morgan Advanced Materials plc
1 December 2014
Rejection of Vesuvius Proposal
Morgan Advanced Materials plc ("Morgan Advanced Materials" or the "Company") notes the announcement from Vesuvius plc ("Vesuvius") that it does not intend to make an offer for Morgan Advanced Materials.
On 27 October 2014, Vesuvius made a nil premium proposal to acquire Morgan Advanced Materials in exchange for shares in Vesuvius (the "Proposal"). The Board of Morgan Advanced Materials (the "Board") reviewed the Proposal with its advisers and concluded that it fundamentally undervalued Morgan Advanced Materials's existing business and its prospects. In addition, the Board believes the Proposal would have diluted Morgan Advanced Materials shareholders' exposure to attractive, diverse and secular growth markets and world-leading technology and would expose Morgan Advanced Materials shareholders to Vesuvius's lower margin businesses serving the iron and steel sectors.
The Board is confident that the Company's standalone strategy will deliver meaningful value for its shareholders.
The Board therefore concluded that the Proposal would not be in the best interests of the Company and its shareholders and unanimously rejected the Proposal.
This announcement is being made by Morgan Advanced Materials without the prior agreement or approval of Vesuvius.
Enquiries:
Morgan Advanced Materials
Mark Robertshaw 01753 837000
Kevin Dangerfield
Brunswick (PR Adviser to Morgan Advanced Materials)
Mike Smith 0207 404 5959
Publication on websites
A copy of this announcement will be made available subject to certain restrictions relating to persons resident in restricted jurisdictions on Morgan Advanced Materials's website at www.morganadvancedmaterials.com by no later than 12 noon (London time) on 2 December 2014.
The content of the websites referred to in this announcement is not incorporated into and does not form part of this announcement.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. THIS ANNOUNCEMENT DOES NOT CONSTITUTE A TAKEOVER OFFER OR AN OFFER OF SECURITIES. NO OFFER OR SALE OF SECURITIES MAY OCCUR IN THE UNITED STATES UNLESS THE TRANSACTION HAS BEEN REGISTERED UNDER THE US SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR IS EXEMPT FROM REGISTRATION THEREUNDER. NO SECURITIES HAVE BEEN OR WILL BE REGISTERED UNDER THE SECURITIES ACT AND THERE WILL BE NO PUBLIC OFFER OF SECURITIES IN THE UNITED STATES
