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21 June 2001

Recommended Cash Offer by Schroder Salomon Smith Barney on behalf of Johnson Matthey plc to acquire Meconic plc

Summary

  • The Boards of Johnson Matthey and Meconic announce that they have reached agreement on the terms of a recommended cash offer of 405 pence per ordinary share for the whole of the issued and to be issued share capital of Meconic valuing the whole of the issued share capital of Meconic at approximately £147.1 million. The Offer will include a Loan Note Alternative.

  • The Offer represents a premium of approximately 42 per cent. to the Closing Price of 285 pence per Meconic Share on 20 June 2001, the last business day prior to the date of this announcement.

  • The Meconic Directors, who have been so advised by Close Brothers, consider the terms of the Offer to be fair and reasonable and will unanimously recommend Meconic Shareholders to accept the Offer as they have irrevocably undertaken to do with respect to their own beneficial holdings.

  • For many years Johnson Matthey has operated a pharmaceutical materials business from a facility in West Deptford, New Jersey. This business is similar to that of Meconic in a number of ways including complementary product ranges, and a focus on high value, low volume products, particularly controlled substances.

  • Meconic also offers an attractive opportunity for the geographic expansion of Johnson Matthey's current pharmaceutical fine chemicals business into the United Kingdom and Europe. This broader base will provide opportunities to sell existing products in new markets and for the more effective deployment of research and development, manufacturing and marketing resources.

  • The Johnson Matthey Directors believe that the acquisition of Meconic will be earnings enhancing after goodwill amortisation during Johnson Matthey's first full financial year of ownership, commencing 1 April 2002*.

    Commenting on the Offer, Peter Savage, Chairman of Meconic, said:

    "The board has every confidence in the Company's future and last year's results again demonstrated the strong earnings growth in Meconic's business. However, even with such growth, in the view of the board, it would probably take several years for Meconic's share price to match that currently represented by the Offer and the board has therefore concluded that the Offer represents fair value for Meconic shareholders."

    Commenting on the Offer, Chris Clark, Chief Executive of Johnson Matthey, said:

    "The combination of Meconic with our pharmaceutical materials business makes great commercial sense on a variety of levels. It will expand our product portfolio while extending our geographic reach and presenting broader market opportunities. The acquisition of Meconic is firmly in line with our strategy of developing our business both organically and by targeted acquisition."

    *This statement should not be interpreted to mean that future earnings per share of Johnson Matthey following the acquisition of Meconic will be higher than historical earnings per share.

    This summary should be read in conjunction with the full text of the following announcement.

    Salomon Brothers International Limited (trading as "Schroder Salomon Smith Barney") and Credit Suisse First Boston de Zoete & Bevan Limited ("CSFB"), which are regulated in the United Kingdom by The Securities and Futures Authority Limited, are acting exclusively for Johnson Matthey and no one else in connection with the Offer and will not be responsible to anyone other than Johnson Matthey for providing the protections afforded to its customers nor for providing advice in relation to the Offer. Salomon Smith Barney is a service mark of Salomon Smith Barney Inc. Schroder is a trademark of Schroders Holdings plc and is used under licence by Salomon Brothers International Limited.

    Close Brothers Corporate Finance Limited, which is regulated in the United Kingdom by The Securities and Futures Authority Limited, is acting exclusively for Meconic and no one else in connection with the Offer and will not be responsible to anyone other than Meconic for providing the protections afforded to its customers or for providing advice in relation to the Offer.

    The Offer will not be made, directly or indirectly, in or into or by the use of the mails or any means of instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of, the USA, or in or into Canada, Australia or Japan. Accordingly, copies of this announcement are not being, and must not be, mailed or otherwise distributed or sent in or into or from the USA, Canada, Australia or Japan.

    The Loan Notes to be issued pursuant to the Loan Note Alternative have not been, and will not be, registered under the United States Securities Act of 1933 (as amended) or under any relevant securities laws of any state or other jurisdiction of the United States, nor have clearances been, nor will they be, obtained from the securities commission or similar authority of any province or territory of Canada and no prospectus has been or will be filed, or registration made, under any securities law of any province or territory of Canada, nor has a prospectus in relation to the Loan Notes been, nor will one be, lodged with or registered by the Australian Securities and Investments Commission nor have any steps been taken, nor will any steps be taken, to enable the Loan Notes to be offered in compliance with applicable securities laws of Japan. Accordingly, unless an exemption under such Act or securities laws is available, Loan Notes may not be offered, sold, re-sold or delivered, directly or indirectly, in, into or from the United States, Canada, Australia or Japan or any other jurisdiction in which an offer of Loan Notes would constitute a violation of relevant laws or require registration thereof, or to or for the account or benefit of any US Person or resident of Canada, Australia or Japan.

     

  • Enquiries:
    Johnson Matthey

    John Sheldrick
    Group Finance Director
    020 7269 8438

    David Morgan
    020 7269 8454

    Schroder Salomon Smith Barney
    (financial adviser to Johnson Matthey)

    James Steel
    Jan Skarbek
    020 7986 4000

    Credit Suisse First Boston de Zoete & Bevan Limited
    (brokers to Johnson Matthey)

    Chris Chambers
    Chris Sim
    020 7888 8888

    Gavin Anderson
    (PR Consultants to Johnson Matthey)

    Howard Lee
    Laura Hickman
    020 7457 2345

    Meconic plc

    Peter Savage
    07768 502 896

    Close Brothers
    (financial adviser to Meconic)

    Martin Gudgeon
    Mark Barrow
    020 7655 3100