MANITOWOC, Wis., Oct. 6 WI-Manitowoc-update
MANITOWOC, Wis., Oct. 6 /PRNewswire-FirstCall/ -- The Manitowoc Company,
Inc. (NYSE: MTW) and Enodis plc (L: ENO) are pleased to announce that the
necessary antitrust clearance from the United States Department of Justice
Antitrust Division ("DOJ") in connection with Manitowoc's proposed acquisition
of Enodis has today been obtained.
Enodis and Manitowoc have reached an agreement with the DOJ that will
allow the completion of the Acquisition. Under the terms of the Proposed Final
Judgment and the Hold Separate Stipulation and Order, which were signed and
filed today in the U.S. Federal District Court in Washington, D.C., Enodis and
Manitowoc have agreed to divest Enodis' ice machine operations in the United
States following completion of the Acquisition.
In order to become effective in accordance with its terms, the U.K. Court
must now sanction the Scheme at the Scheme Court Hearing and subsequently
confirm the associated Reduction of Capital at the Reduction Court Hearing.
These hearings will take place on October 22, 2008 and October 24, 2008,
respectively. Following the sanction of the Scheme and confirmation of the
Reduction of Capital by the U.K. Court, it then is expected that the last day
of dealings in Enodis Shares will be October 24, 2008 and the listing of
Enodis Shares will be cancelled at 8:00 a.m. on October 27, 2008, the
anticipated Effective Date of the Scheme. An expected timetable of principal
events is set out in the Appendix to this announcement.
Enodis will shortly be posting a supplementary circular to Shareholders
which will set out details of changes (if any) in circumstances since the date
of the Meetings which the Directors consider to be sufficiently material to be
brought to Scheme Shareholders' attention, and further information regarding
the antitrust clearance process that has now concluded. This supplementary
circular will also confirm the dates of the Court Hearings and the anticipated
Effective Date. If, in the opinion of the Directors, any changes in
circumstances following the date of the Meetings are sufficiently material to
the Scheme that the Scheme Shareholders should be given a further opportunity
to approve the Scheme in the light of this new information, then the Directors
will not seek the Court's sanction until such approval is obtained and will
seek the Court's permission to convene further Meetings accordingly.
Terms defined in the Scheme Document shall have the same meaning(s) when
used in this announcement.
Forward-looking Statements
This press release includes "forward-looking statements" intended to
qualify for the safe harbor from liability under the Private Securities
Litigation Reform Act of 1995. Any statements contained in this press release
that are not historical facts are forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. These
statements are based on the current expectations of the management of the
companies and are subject to uncertainty and changes in circumstances.
Forward-looking statements include, without limitation, statements typically
containing words such as "intends," "expects," "anticipates," "targets,"
"estimates," and words of similar import. By their nature, forward-looking
statements are not guarantees of future performance or results and involve
risks and uncertainties because they relate to events and depend on
circumstances that will occur in the future. There are a number of factors
that could cause actual results and developments to differ materially from
those expressed or implied by such forward-looking statements. Factors that
could cause actual results and developments to differ materially include,
among others:
- unanticipated issues relating to the satisfaction of the other
conditions precedent to the closing of the transaction;
- unexpected issues that could impact the timing of the sanctioning of the
Scheme; and
- risks and other factors cited in Manitowoc's filings with the United
States Securities and Exchange Commission.
Manitowoc and Enodis undertake no obligation to update or revise forward-
looking statements, whether as a result of new information, future events or
otherwise. Forward-looking statements only speak as of the date on which they
are made.
Rothschild, which is authorized and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Enodis and no one else
in connection with the Final Offer and will not be responsible to anyone other
than Enodis for providing the protections afforded to the customers of
Rothschild nor for providing advice in relation to the Final Offer or any
other matter referred to herein.
JPMorgan Cazenove, which is regulated in the United Kingdom by the
Financial Services Authority, is acting for Manitowoc and MTW County and no
one else in connection with the Acquisition and will not be responsible to
anyone other than Manitowoc and MTW County for providing the protections
afforded to customers of JPMorgan Cazenove or for providing advice in relation
to the Acquisition or any other matter referred to in this document.
Appendix
Expected Timetable of Principal Events
EVENTTIME and DATE
Supplementary Circular updating Enodis October 14, 2008
Shareholders on the status of the Acquisition
and expected timetable of remaining principal
events posted
Scheme Court Hearing (to sanction the Scheme)October 22, 2008
Reduction Record Time 6:00 p.m. on October 23, 2008
Reduction Court Hearing (to confirm the October 24, 2008
Reduction of Capital)
Last day of dealings in, and for October 24, 2008
registration of transfers of, and disablement in
CREST of, Enodis shares
Scheme Record Time 6:00 p.m. on October 24, 2008
Effective Date October 27, 2008
Cancellation of listing of Enodis Shares8:00 a.m. on October 27, 2008
Latest date for despatch of cheques and November 10, 2008
crediting of CREST accounts for cash
consideration due under the Scheme
SOURCE The Manitowoc Company, Inc.
