Premier Farnell : Satisfaction of German Merger Control Condition

Released : 26 Jul 2016 07:00

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 OF SUCH JURISDICTION

26 July 2016

                            RECOMMENDED CASH OFFER

                                      for

                    Premier Farnell plc ('Premier Farnell')

                                      by

              Datwyler Technical Components UK Limited ('Bidco')

                         a wholly owned subsidiary of

                       Dätwyler Holding AG ('Datwyler')

           to be effected by means of a scheme of arrangement under
                       Part 26 of the Companies Act 2006

                SATISFACTION OF GERMAN MERGER CONTROL CONDITION

The boards of Datwyler and Premier Farnell announce that Bidco has received
clearance from the German Federal Cartel Office (the Bundeskartellamt) under
Section 36(1) of the German Act Against Restrictions of Competition in respect
of the acquisition by Bidco of the entire issued and to be issued share capital
of Premier Farnell and, accordingly, the Condition at paragraph 1.3(C) of Part
Three of the scheme document posted to Premier Farnell Shareholders on 5 July
2016 (the 'Scheme Document') has been satisfied.

This announcement is made further to the announcement by the boards of Datwyler
and Premier Farnell on 22 July 2016 with respect to satisfaction of the US
merger control Condition.  Completion of the Acquisition remains subject to the
satisfaction or (if capable of waiver) waiver of the remaining Conditions to
the Acquisition set out in Part Three of the Scheme Document, including the
sanction of the Scheme by the Court.

Capitalised terms in this announcement (the 'Announcement'), unless otherwise
defined, have the same meanings as set out in the Scheme Document.

Enquiries

Datwyler:                          [phone]

Guido Unternährer
Head of Corporate Communications

UBS Investment Bank (Financial     [phone]
Adviser to Datwyler):

Jonathan Rowley

Martin Kesselring

Jean-Baptiste Petard

Sandip Dhillon

Premier Farnell:                   [phone]

Paul Sharma
Investor Relations

Lazard (Financial Adviser to       [phone]
Premier Farnell):

Nicholas Shott
Cyrus Kapadia
Vasco Litchfield
Eugene Schreider

FTI Consulting (PR Adviser to      [phone]
Premier Farnell):

Richard Mountain
Andrew Lorenz

Barclays (Joint Corporate Broker   [phone]
to Premier Farnell):

Mark Astaire

Nicola Tennent

Richard Bassingthwaighte

Jefferies (Joint Corporate Broker  [phone]
to Premier Farnell):

Chris Zeal

Max Jones

Important notices

UBS Limited which is authorised by the PRA and regulated by the FCA and the PRA
in the UK together with UBS AG which is supervised by the Swiss Financial
Market Supervisory Authority FINMA in Switzerland are acting as financial
advisers to Datwyler and Bidco and no one else in connection with the matters
set out in this Announcement. In connection with such matters, UBS, its
affiliates, and its or their respective directors, officers, employees and
agents will not regard any other person as their client, nor will they be
responsible to any other person for providing the protections afforded to their
clients or for providing advice in relation to the contents of this
Announcement or any other matter referred to herein.

Lazard & Co., Limited ('Lazard'), which is authorised and regulated in the UK
by the FCA, is acting exclusively as financial adviser to Premier Farnell and
no one else in connection with the Acquisition and will not be responsible to
anyone other than Premier Farnell for providing the protections afforded to
clients of Lazard nor for providing advice in relation to the Acquisition or
any other matters referred to in this Announcement. Neither Lazard nor any of
its affiliates owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Lazard in connection with this
Announcement, any statement contained herein or otherwise.

Barclays Bank PLC, acting through its Investment Bank ('Barclays'), which is
authorised by the PRA and regulated in the United Kingdom by the FCA and the
PRA, is acting exclusively for Premier Farnell and no one else in connection
with the Acquisition and will not be responsible to anyone other than Premier
Farnell for providing the protections afforded to clients of Barclays nor for
providing advice in relation to the Acquisition or any other matter referred to
in this Announcement.

Jefferies International Limited ('Jefferies'), which is authorised and
regulated in the UK by the FCA, is acting as Broker to Premier Farnell and no
one else in connection with the Acquisition and will not be responsible to
anyone other than Premier Farnell for providing the protections afforded to
clients of Jefferies nor for providing advice in relation to the Acquisition or
any other matters referred to in this Announcement. Neither Jefferies nor any
of its affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Jefferies in
connection with this Announcement, any statement contained herein or otherwise.

Further information

This Announcement is for information purposes only and is not intended to, and
does not, constitute or form part of any offer or invitation, or the
solicitation of an offer, to purchase, otherwise acquire, subscribe for, sell
or otherwise dispose of, any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Acquisition or otherwise. The
Acquisition will be implemented solely pursuant to the terms of the Scheme
Document, which will contain the full terms and conditions of the Acquisition,
including details of how to vote in respect of the Acquisition. Any decision in
respect of, or other response to, the Acquisition should be made only on the
basis of the information contained in the Scheme Document.

This Announcement does not constitute a prospectus or prospectus equivalent
document.

Bidco reserves the right to elect, with the consent of the Panel and in
accordance with the terms of the Bid Conduct Agreement, to implement the
Acquisition by way of a Takeover Offer. In such event, such Takeover Offer will
be implemented on the same terms, so far as applicable, as those which would
apply to the Scheme, subject to appropriate amendments to reflect the change in
methods of effecting the Acquisition, including (without limitation and subject
to the consent of the Panel) an acceptance condition that is set at 75 per
cent., where the Premier Farnell Directors consent to a switch from a Scheme to
a Takeover Offer, or 90 per cent., where there is no such consent, or in each
case such lesser percentage as Bidco may elect after, to the extent necessary,
consultation with the Panel, being in any event more than 50 per cent.: (i) in
nominal value of the shares to which such Takeover Offer would relate; and (ii)
of the voting rights attached to those shares, including, for this purpose, any
such voting rights attaching to Premier Farnell Shares that are unconditionally
allotted or issued before the Takeover Offer becomes or is declared
unconditional as to acceptances, whether pursuant to the exercise of any
outstanding subscription or conversion rights or otherwise.

Overseas jurisdictions

The release, publication or distribution of this Announcement in jurisdictions
other than the UK may be restricted by law and therefore any persons who are
subject to the laws of any jurisdiction other than the UK should inform
themselves about, and observe any applicable requirements. In particular, the
ability of persons who are not resident in the UK to vote their Premier Farnell
Shares with respect to the Scheme at the Court Meeting, or to execute and
deliver forms of proxy appointing another to vote at the Court Meeting on their
behalf, may be affected by the laws of the relevant jurisdictions in which they
are located. This Announcement has been prepared for the purpose of complying
with English law and the Code and the information disclosed may not be the same
as that which would have been disclosed if this Announcement had been prepared
in accordance with the laws of jurisdictions outside the UK.

No person may vote in favour of the Acquisition by any use, means,
instrumentality or form within a Restricted Jurisdiction or any other
jurisdiction if to do so would constitute a violation of the laws of that
jurisdiction. Accordingly, copies of this Announcement and any formal
documentation relating to the Acquisition are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed or sent in
or into or from any Restricted Jurisdiction and persons receiving such
documents (including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send it in or into or from any Restricted
Jurisdiction. If the Acquisition is implemented by way of a Takeover Offer
(unless otherwise permitted by applicable law and regulation), the Takeover
Offer may not be made directly or indirectly, in or into, or by the use of
mails or any means or instrumentality (including, but not limited to,
facsimile, e-mail or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or of any facility of a national, state or
other securities exchange of any Restricted Jurisdiction and the Takeover Offer
may not be capable of acceptance by any such use, means, instrumentality or
facilities.

Additional information for US investors

The Acquisition relates to the shares of an English company and is being made
by means of a scheme of arrangement provided for under English company law. A
transaction effected by means of a scheme of arrangement is not subject to the
tender offer rules or the proxy solicitation rules under the US Exchange Act.
Accordingly, the Acquisition is subject to the disclosure requirements and
practices applicable in the UK to schemes of arrangement which differ from the
disclosure requirements of US tender offer and proxy solicitation rules. If, in
the future, Bidco exercises the right to implement the Acquisition by way of a
takeover offer and determines to extend the offer into the US, the Acquisition
will be made in compliance with applicable US laws and regulations. Financial
information included in this Announcement and the Scheme Document has been or
will have been prepared in accordance with non-US accounting standards that may
not be comparable to financial information of US companies or companies whose
financial statements are prepared in accordance with generally accepted
accounting principles in the US.

It may be difficult for US holders of Premier Farnell Shares to enforce their
rights and any claim arising out of the US federal laws, since Bidco and
Premier Farnell are located in a non-US jurisdiction, and some or all of their
officers and directors reside outside of the US. Therefore, US holders of
Premier Farnell Shares may not be able to sue a non-US company or its officers
or directors in a non-US court for violations of the US securities laws.
Further, it may be difficult to compel a non-US company and its affiliates to
subject themselves to a US court's judgment.

Neither the SEC nor any securities commission of any state of the United States
has approved the Acquisition, passed upon the fairness of the Acquisition or
passed upon the adequacy or accuracy of this document. Any representation to
the contrary is a criminal offence in the United States.

Bidco reserves the right, subject to the prior consent of the Panel and the
terms of the Bid Conduct Agreement, to elect to implement the Acquisition by
way of a Takeover Offer. If the Acquisition is implemented by way of a Takeover
Offer, it will be done in compliance with the applicable tender offer rules
under the US Exchange Act, including Section 14(e) of the US Exchange Act and
Regulation 14E thereunder. In accordance with normal UK practice and pursuant
to Rule 14e-5(b) of the US Exchange Act, Bidco, certain affiliated companies
and the nominees or brokers (acting as agents) may make certain purchases of,
or arrangements to purchase, shares in Premier Farnell outside such a Takeover
Offer during the period in which such a Takeover Offer would remain open for
acceptance. If such purchases or arrangements to purchase were to be made, they
would be made outside the US and would comply with applicable law, including
the US Exchange Act. These purchases may occur either in the open market at
prevailing prices or in private transactions at negotiated prices. Any
information about such purchases will be disclosed as required in the UK, will
be reported to the Regulatory News Service of the London Stock Exchange and
will be available on the London Stock Exchange website at http://
www.londonstockexchange.com/prices-and-news/prices-news/home.htm.

Forward looking statements

This Announcement may contain certain forward-looking statements with respect
to the financial condition, results of operations and business of Datwyler or
Premier Farnell and certain plans and objectives of Datwyler with respect
thereto. These forward-looking statements can be identified by the fact that
they do not relate to historical or current facts. Forward-looking statements
also often use words such as 'anticipate', 'target', 'expect', 'estimate',
'intend', 'plan', 'goal', 'believe', 'hope', 'aims', 'continue', 'will', 'may',
'should', 'would', 'could', or other words of similar meaning. These statements
are based on assumptions and assessments made by Premier Farnell and/or
Datwyler in light of their experience and their perception of historical
trends, current conditions, future developments and other factors they believe
appropriate. By their nature, forward-looking statements involve risk and
uncertainty, because they relate to events and depend on circumstances that
will occur in the future and the factors described in the context of such
forward-looking statements in this Announcement could cause actual results and
developments to differ materially from those expressed in or implied by such
forward-looking statements. Although it is believed that the expectations
reflected in such forward-looking statements are reasonable, no assurance can
be given that such expectations will prove to be correct and you are therefore
cautioned not to place undue reliance on these forward-looking statements which
speak only as at the date of this Announcement. Neither Premier Farnell nor
Datwyler assumes any obligation to update or correct the information contained
in this Announcement (whether as a result of new information, future events or
otherwise), except as required by applicable law.

There are several factors which could cause actual results to differ materially
from those expressed or implied in forward-looking statements.  Among the
factors that could cause actual results to differ materially from those
described in the forward-looking statements are changes in the global,
political, economic, business and competitive environments, market and
regulatory forces, future exchange and interest rates, changes in tax rates,
and future business combinations or dispositions.

No profit forecast or estimates

No statement in this Announcement is intended as a profit forecast or profit
estimate for any period. No statement in this Announcement should be
interpreted to mean that earnings per share for Premier Farnell or Datwyler, as
appropriate, for the current or future financial years would necessarily match
or exceed the historical published earnings per share for Premier Farnell or
Datwyler, as appropriate.

Dealing and Opening Position Disclosure Requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or
more of any class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an offeror in respect
of which it has been announced that its offer is, or is likely to be, solely in
cash) must make an Opening Position Disclosure following the commencement of
the offer period and, if later, following the announcement in which any
securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant securities of
each of (i) the offeree company and (ii) any securities exchange offeror(s). An
Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 p.m. (London time) on the 10th business day
following the commencement of the offer period and, if appropriate, by no later
than 3.30 p.m. (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first identified.
Relevant persons who deal in the relevant securities of the offeree company or
of a securities exchange offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in one
per cent. or more of any class of relevant securities of the offeree company or
of any securities exchange offeror must make a Dealing Disclosure if the person
deals in any relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror, save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure by a person
to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London
time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will be
deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see Rules
8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. If you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure, you should contact
the Panel's Market Surveillance Unit on [phone].

In accordance with the Code, normal United Kingdom market practice and Rule
14e-5(b) of the US Exchange Act, Barclays and its affiliates will continue to
act as exempt principal trader in Premier Farnell securities on the London
Stock Exchange. These purchases and activities by exempt principal traders
which are required to be made public in the United Kingdom pursuant to the Code
will be reported to a Regulatory Information Service and will be available on
the London Stock Exchange website at www.londonstockexchange.com. This
information will also be publicly disclosed in the United States to the extent
that such information is made public in the United Kingdom.

Publication on website

This Announcement will be available free of charge, subject to certain
restrictions relating to persons resident in Restricted Jurisdictions, on
Datwyler's website at www.datwyler.com and Premier Farnell's website at
www.premierfarnell.com by no later than 12.00 p.m. on the business day
following this Announcement.

Neither the content of any website referred to in this Announcement nor the
content of any website accessible from hyperlinks is incorporated into, or
forms part of, this Announcement.

You may request a hard copy of this Announcement by contacting Premier Farnell
on [phone]. You may also request that all future documents,
announcements and information to be sent to you in relation to the Acquisition
should be in hard copy form.