SPIL Spi Lasers

    RNS Number : 5966D
  Trumpf Intl. Beteiligung-GmbH
  16 September 2008
   
    NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO
THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
    16 September 2008
    Recommended cash offer
for
SPI Lasers plc ("SPI Lasers")
by
TRUMPF International Beteiligungs-GmbH ("TRUMPF International")
    (a wholly owned subsidiary of TRUMPF GmbH + Co. KG ("TRUMPF"))
    Posting of the Offer Document  
    On 9 September 2008, the Boards of TRUMPF and SPI Lasers announced that they had reached agreement on the terms of a recommended cash
offer for the entire issued and to be issued share capital of SPI Lasers at a price of 40 pence in cash for each SPI Lasers Share (the
"Offer"). 
    TRUMPF International is today posting to SPI Lasers Shareholders (and, for information only, to participants in the SPI Lasers Share
Schemes) a document containing the full terms and conditions of the Offer (the "Offer Document"), together with the relevant Form of
Acceptance. 
    TRUMPF International currently holds 6,999,752 SPI Lasers Shares, representing 10.6 per cent. of the existing issued share capital of
SPI Lasers.
    TRUMPF International has received irrevocable undertakings from all of the SPI Lasers Directors and a number of institutional
shareholders, as well as a letter of intent from a further institutional shareholder, to accept or procure the acceptance of the Offer in
respect of their entire holdings. In aggregate, these irrevocable undertakings and the letter of intent amount to 42,367,951 SPI Lasers
Shares, representing 64.2 per cent. of the existing issued share capital of SPI Lasers.
    The Offer will initially be open for acceptance until 1.00 p.m. (London time) on 7 October 2008. The procedure for acceptance of the
Offer is contained in Part II and Parts B, C and D of Appendix I to the Offer Document and, in respect of certificated SPI Lasers Shares, as
further described in the Form of Acceptance.
    The Offer is subject to the terms and conditions set out in the Offer Document.
    TRUMPF International will be making appropriate proposals to the holders of options under the SPI Lasers Share Schemes by way of
separate letters issued to such holders of options as soon as practicable after the date of this announcement.
    Unless otherwise defined in this announcement, capitalised words and phrases used in this announcement shall have the same meanings
given to them in the Offer Document.
    The Offer Document, Form of Acceptance and proposals to the holders of options under the SPI Lasers Share Schemes will be available for
inspection during normal business hours on any Business Day at the offices of Dawsons LLP, 2 New Square, Lincoln's Inn, London, WC2A 3RZ
until the end of the Offer Period.
    Enquiries:
 TRUMPF                                           Tel:  +49 (0) 7156 303 30992
 Ingo Schnaitmann, Head of Press and Public
 Relations

 Baird (financial adviser to TRUMPF and TRUMPF    Tel:  +44 (0) 20 7488 1212
 International)
 Nicholas Sealy
 Nicholas Cardoza

 SPI Lasers                                       Tel:  +44 (0) 1489 779 689
 Graham Meek, Non-Executive Chairman
 Dr. David Parker, CEO
 David Holloway, CFO

 Arma Partners (Rule 3 financial adviser to SPI   Tel:  +44 (0) 20 7290 8100
 Lasers)
 David Sola
 Chris Lewis

 Panmure Gordon (financial adviser, NOMAD and     Tel:  +44 (0) 20 7459 3600
 broker to SPI Lasers)
 Dominic Morley
 Rakesh Sharma


    The TRUMPF Directors and the TRUMPF International Directors accept responsibility for the information contained in this announcement
other than information relating to the SPI Lasers Group, the SPI Lasers Directors and their immediate families, related trusts and
controlled companies. To the best of the knowledge and belief of the TRUMPF Directors and the TRUMPF International Directors (who have taken
all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is
in accordance with the facts and does not omit anything likely to affect the import of such information.
    The SPI Lasers Directors accept responsibility for the information in this announcement relating to them and their immediate families,
related trusts and controlled companies and the SPI Lasers Group. To the best of the knowledge and belief of the SPI Lasers Directors (who
have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept
responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
    Baird, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for TRUMPF and
TRUMPF International and no-one else in connection with the Offer and will not be responsible to anyone other than TRUMPF and TRUMPF
International for providing the protections afforded to clients of Baird nor for providing advice in relation to the Offer, the content of
this announcement, or any transaction, arrangement or matter referenced herein.
    Arma Partners, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for
SPI Lasers and no-one else in connection with the Offer and will not be responsible to anyone other than SPI Lasers for providing the
protections afforded to clients of Arma Partners nor for providing advice in relation to the Offer, the content of this announcement, or any
transaction, arrangement or matter referenced herein.
    Panmure Gordon, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for
SPI Lasers and no-one else in connection with the Offer and will not be responsible to anyone other than SPI Lasers for providing the
protections afforded to clients of Panmure Gordon nor for providing advice in relation to the Offer, the content of this announcement, or
any transaction, arrangement or matter referenced herein.
    This announcement is not intended to and does not constitute, or form any part of, an offer to sell or the solicitation of an offer to
subscribe for or buy any securities, nor shall there be any sale, issue or transfer of the securities referred to in this announcement in or
into any jurisdiction in contravention of any applicable law. The Offer will be made solely by means of the Offer Document and, in the case
of certificated SPI Lasers Shares, the Form of Acceptance accompanying the Offer Document.
    Any acceptance or other response to the Offer should be made only on the basis of information contained in or referred to in the Offer
Document which TRUMPF International intends to despatch as soon as is reasonably practicable to SPI Lasers Shareholders and, for information
only, to participants in the SPI Lasers Share Schemes.
    The Offer will be subject to the applicable rules and regulations of the Financial Services Authority, the London Stock Exchange and the
City Code.
    Overseas Jurisdictions
    The availability of the Offer to SPI Lasers Shareholders who are not resident in or citizens of the United Kingdom may be affected by
the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in or not
citizens of the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their
jurisdictions. Further details in relation to overseas shareholders will be contained in the Offer Document.  
    The release, publication or distribution of this announcement in jurisdictions other than in the United Kingdom may be restricted by
law, and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about,
and observe, any applicable requirements. Any failure to comply with the applicable requirements may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies involved in the proposed Offer
disclaim any responsibility or liability for the violation of such requirements by any person. This announcement has been prepared for the
purposes of complying with English law, the City Code and the AIM Rules and information disclosed herein may not be the same as that which
would have been disclosed if this announcement had been prepared in accordance with the laws of any jurisdiction outside the United Kingdom.

    Copies of this announcement and formal documentation relating to the Offer will not be and must not be mailed or otherwise forwarded,
distributed or sent in, into or from any jurisdiction where to do so would violate the laws of that jurisdiction. 
    The release, publication or distribution of this announcement into the United States is for the sole purpose of communicating the Offer
to those shareholders of SPI Lasers resident in the United States. The Offer has not been and will not be approved or disapproved by the US
Securities and Exchange Commission, any state securities commission in the United States or any other United States regulatory authority,
nor have any of the foregoing authorities passed on the merits of the Offer or the accuracy or adequacy of this announcement or the formal
documentation relating to the Offer. Any representation to the contrary is a criminal offence in the United States.
    The Offer has not been and will not be approved by any relevant governmental authorities in Japan. Neither this announcement nor the
information contained herein has been or will be approved by or registered with any relevant governmental authorities in Japan.
    Dealing Disclosure Requirements
    Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, "interested" (directly or indirectly) in 1 per cent. or more
of any class of "relevant securities" of SPI Lasers, all "dealings" in any "relevant securities" of SPI Lasers (including by means of an
option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 p.m.
(London time) on the Business Day following the date of the relevant transaction. This requirement will continue until the date on which the
Offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise
ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in
"relevant securities" of SPI Lasers, they will be deemed to be a single person for the purpose of Rule 8.3.
    Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of SPI Lasers by TRUMPF, TRUMPF International or
SPI Lasers, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the Business Day
following the date of the relevant transaction.
    A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of
such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk. 
    "Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in
the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of
securities, or by virtue of any option in respect of, or derivative referenced to, securities.
    Terms in quotation marks above are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to
whether or not you are required to disclose a "dealing" under Rule 8 of the Code, you should consult the Panel.
    If you are in any doubt as to the application of Rule 8 to you, please contact an independent financial adviser authorised under the
Financial Services and Markets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel on telephone number
+44 (0) 20 7638 0129; fax +44 (0) 20 7236 7013. 

This information is provided by RNS
The company news service from the London Stock Exchange
 
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