Emerson Electric Co Rutherfurd (Emerson's Subsid) Offer For Chloride

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RNS Number : 3981O 
Emerson Electric Co 
29 June 2010 
 
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR 
FROM CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD 
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. 
                                                                    29 June 2010 
                                   CASH OFFER 
                                       by 
    RUTHERFURD ACQUISITIONS LIMITED 
 (a wholly owned subsidiary of Emerson 
                                  Electric Co.) 
                                      for 
                      CHLORIDE GROUP PUBLIC LIMITED COMPANY 
Summary 
·      The board of Emerson Electric Co. ("Emerson") announces the terms of a 
cash offer to be made by Rutherfurd Acquisitions Limited (a wholly owned 
subsidiary of Emerson) to acquire the entire issued and to be issued share 
capital of Chloride Group Public Limited Company ("Chloride"). 
·      The Offer will comprise 375 pence in cash for each Chloride Share under 
the terms of the Offer (the "Offer Price"), which values Chloride's existing 
issued and to be issued share capital at approximately GBP997 million. 
·      The Offer provides Chloride Shareholders with an opportunity to realise a 
significant premium and immediate value in cash and the Offer Price represents: 
o  a 15% premium or a 50 pence increase to the recommended offer of 325 pence 
per Chloride Share announced by ABB Ltd. on 8 June 2010; 
o  a 79% premium to the price of 209 pence per Chloride Share at close of 
business on 23 April 2010, the last trading day before the announcement by 
Emerson of its indicative proposal to acquire the entire issued and to be issued 
share capital of Chloride (the "Indicative Proposal") and the commencement of 
the Offer Period; and 
o  a 90% premium to the average closing price of 197.3 pence per Chloride Share 
for the three month period up to and including 23 April 2010, being the last 
trading day before the announcement of the Indicative Proposal. 
·      In addition, Chloride Shareholders will be entitled to receive the final 
dividend of 3.3 pence per Chloride Share in respect of the financial year ended 
31 March 2010 proposed by the Chloride directors in Chloride's notice of its 
2010 annual general meeting dated 24 May 2010, subject to this dividend being 
approved at such annual general meeting. 
·      Accordingly, the total value per Chloride Share, taking into account the 
Offer Price and proposed dividend, is 378.3 pence. 
·      As part of the due diligence process undertaken by Emerson in relation to 
Chloride, Emerson has been able identify at least GBP33 million in annual 
operating cost savings. 
·      In addition to the cost savings outlined above, Emerson believes that, 
given the complementary nature of Emerson and Chloride, there is the potential 
for meaningful revenue synergies. 
·      Emerson believes that a cash offer at this level provides compelling 
value for Chloride Shareholders. 
Commenting on the Offer, David N. Farr, Chairman, Chief Executive Officer and 
President of Emerson, said: 
"We are today making what we believe to be a very attractive all-cash offer to 
Chloride Shareholders, providing both an outstanding premium to Chloride's share 
price before Emerson announced its Indicative Proposal on 26 April 2010 and a 
significant premium to the recommended offer Chloride subsequently secured. 
As participants in the uninterruptible power supply (UPS) market, we believe 
there is a stronger rationale for a deal between Chloride and Emerson and 
therefore, we think Emerson's offer merits approval by Chloride's Board and 
shareholders. 
The merits of the deal for both companies are compelling. The UPS market has 
become a place where specialist industry knowledge, geographic access and global 
scale are more important than ever before. The geographic reach and offerings of 
Emerson and Chloride are highly complementary and highlight the strategic 
importance of the transaction. In addition, the combination with Chloride is 
expected to deliver significant annual cost savings of at least GBP33 million 
through purchasing and manufacturing efficiencies, staff and facility 
reductions, and the elimination of other business cost structure duplications 
including overhead reductions. 
Emerson has an extensive and unmatched set of products, services and solutions 
for the data centre market. Emerson has developed these capabilities through 
focused internal investment aimed at addressing key customer concerns centred 
around data centre reliability and energy efficiency.  As a result, the unique 
combination of Chloride with the expanded offerings of Emerson Network Power 
will allow it to provide unparalleled product services and solutions for its 
global customers. 
With Emerson's extensive presence in the emerging markets, Emerson expects to 
leverage these capabilities to significantly enhance Chloride's growth by 
accelerating the penetration in these key markets. 
Emerson also believes it can significantly accelerate Chloride's penetration of 
industrial accounts worldwide. Emerson has extensive global relationships with 
potential energy and infrastructure customers of Chloride through several of its 
business segments including Network Power, Process Management, Climate 
Technologies and Industrial Automation. 
Furthermore, Emerson is committed to the UK market and expects to build on 
Chloride's expertise to grow the combined business. Emerson intends for Chloride 
to serve as Emerson's new European Network Power Systems headquarters and 
Chloride will form the basis for Emerson's European UPS growth strategy. 
However, in light of the Offer Price and notwithstanding the statement contained 
in the announcement of the Indicative Proposal, Emerson can no longer be certain 
that a combination with Chloride will result in a net addition of skilled jobs 
in the UK. 
In order to bring this process to a successful conclusion, Emerson is making the 
Offer at 375 pence per Chloride Share, a significant increase from the price of 
275 pence contained in the Indicative Proposal and a 50 pence and 15% increase 
to ABB's recommended bid. This Offer demonstrates the strategic value that 
Emerson places on Chloride and the determination Emerson has in securing the 
support of Chloride's Board and shareholders and concluding a transaction." 
This summary should be read in conjunction with, and is subject to, the full 
text of the following announcement and the Appendices.  The Offer will be 
subject to the Conditions and further terms set out in Appendix I of the 
following announcement and the terms and conditions to be set out in the Offer 
Documentation when issued.  Appendix II contains the sources and bases of 
certain information contained in this announcement.  Certain terms used in this 
announcement are defined in Appendix III to this announcement. Please carefully 
read the Offer Documentation in its entirety before making a decision with 
respect to the Offer. 
Enquiries 
Emerson 
Mark Polzin (Media)                                          +1 314 
982 1758 
 
Lynne Maxeiner (Investors)                                +1 314 
553 2197 
Greenhill (Financial Adviser) 
London: 
                  [phone] 
 Brian Cassin 
New York:                                                        +1 212 389 
1500 
 Robert Greenhill or Jeff Buckalew 
J.P. Morgan Cazenove (Financial Adviser and Corporate Broker) 
London: 
                                                  [phone] 
 Mark 
Breuer or Dwayne Lysaght 
Brunswick Group (Public Relations) 
London: 
                       [phone] 
 Michael Harrison or Kate Holgate 
New York:                                                        +1 212 333 
3810 
 Stanislas Neve de Mevergnies or Dominic McMullan 
This announcement is not intended to, and does not, constitute or form part of 
any offer, 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 Offer 
or otherwise.  The Offer will be made solely through the Offer Documentation, 
which will contain the full terms and conditions of the Offer, including details 
of how the Offer may be accepted.  Any acceptance or other response to the Offer 
should be made only on the basis of the information in the Offer Documentation. 
Greenhill & Co. and J.P. Morgan Cazenove are acting as financial advisers to 
Emerson and the Offeror.  J.P. Morgan Cazenove is also acting as corporate 
broker.  Slaughter and May and Davis Polk & Wardwell LLP are acting as legal 
advisers to Emerson and the Offeror. 
Greenhill & Co. International LLP, which is authorised and regulated in the 
United Kingdom by the Financial Services Authority, is acting for Emerson and 
the Offeror and for no one else in connection with the matters set out in this 
announcement and will not be responsible to anyone other than Emerson and the 
Offeror for providing the protections afforded to clients of Greenhill & Co. 
International LLP or for providing advice in relation to the matters set out in 
this announcement. 
J.P. Morgan plc, which conducts its UK investment banking business as J.P. 
Morgan Cazenove and is authorised and regulated in the United Kingdom by the 
Financial Services Authority, is acting for Emerson and the Offeror and for no 
one else in connection with the matters set out in this announcement and will 
not be responsible to anyone other than Emerson and the Offeror for providing 
the protections afforded to clients of J.P. Morgan plc or for providing advice 
in relation to the matters set out in this announcement. 

 
 
Overseas Jurisdictions 
Unless otherwise determined by the Offeror or required by the Code and permitted 
by applicable law and regulation, the Offer is not being, and will not be made, 
directly or indirectly, in or into or by the use of the mails of, or by any 
other means or instrumentality (including, without limitation, facsimile 
transmission, telex, telephone, internet or other forms of electronic 
transmission) of interstate or foreign commerce of, or by any facility of a 
national, state or other securities exchange of, Canada, Australia, Japan or any 
other Restricted Jurisdiction and will not be capable of acceptance by any such 
use, means, instrumentality or facility or from within Canada, Australia, Japan 
or any other Restricted Jurisdiction.  Accordingly, unless otherwise determined 
by the Offeror or required by the Code and permitted by applicable law and 
regulation, copies of any documents relating to the Offer are not being and must 
not be, directly or indirectly, mailed, transmitted or otherwise forwarded, 
distributed or sent, in whole or in part, in, into or from Canada, Australia, 
Japan or any other Restricted Jurisdiction and persons receiving such documents 
(including, without limitation, custodians, nominees and trustees) must not, 
directly or indirectly, mail, transmit or otherwise forward, distribute or send 
them in, into or from any such jurisdiction. 
The availability of the Offer to persons who are not resident in the United 
Kingdom or the United States may be affected by the laws of the relevant 
jurisdictions in which they are located.  Persons who are not resident in the 
United Kingdom or the United States should inform themselves about, and observe, 
any applicable legal or regulatory requirements of their jurisdiction.  Further 
details in relation to overseas shareholders will be contained in the Offer 
Documentation.  Any failure to comply with such applicable requirements may 
constitute a violation of the securities laws of any such jurisdiction. 
The release, publication or distribution of this announcement in jurisdictions 
other than the United Kingdom or the United States may be restricted by law and 
therefore any persons who are subject to the laws of any jurisdiction other than 
the United Kingdom or the United States should inform themselves about, and 
observe, any applicable legal or regulatory requirements.  Any failure to comply 
with the applicable requirements may constitute a violation of the securities 
laws of any such jurisdiction. 
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 of England. 
Any person (including, without limitation, any custodian, nominee and trustee) 
who would, or otherwise intends to, or who may have a contractual or legal 
obligation to, forward this announcement and/or the Offer Documentation and/or 
any other related document to any jurisdiction outside the United Kingdom or the 
United States should inform themselves of, and observe, any applicable legal or 
regulatory requirements of such jurisdiction before taking any action. 
Notice to US holders of Chloride Shares 
The Offer will be for the acquisition of securities of a corporation organised 
under the laws of England and Wales and will be subject to the procedure and 
disclosure requirements of England and Wales, which are different from those of 
the United States.  The Offer will be made in the United States pursuant to an 
exemption from certain US tender offer rules provided by Rule 14d-1(c) of the US 
Exchange Act and otherwise in accordance with the requirements of the Code. 
Accordingly, the Offer will be subject to disclosure and other procedural 
requirements, including with respect to withdrawal rights, offer timetable, 
settlement procedures and timing of payments, that are different from those 
applicable under US domestic tender offer procedures and law.  The financial 
information relating to Chloride included in this announcement and in the Offer 
Documentation has not been, and will not be, prepared in accordance with US GAAP 
and thus may not be comparable to financial information of US companies or 
companies whose financial statements are prepared in accordance with US GAAP. 
It may be difficult for US holders of Chloride Shares to enforce their rights 
and any claim arising out of the US federal securities laws, since Chloride is 
located in a non-US jurisdiction, and some or all of its officers and directors 
may be resident of a non-US jurisdiction.  US holders of Chloride Shares may not 
be able to sue a non-US company or its officers or directors in a non-US court 
for violations of 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. 
The receipt of cash pursuant to the Offer by a US holder of Chloride Shares may 
be a taxable transaction for US federal income tax purposes and under applicable 
state and local income tax laws, as well as under foreign and other tax laws. 
Each holder of Chloride Shares is urged to consult his independent professional 
adviser immediately regarding the tax consequences of acceptance of the Offer. 
In accordance with and subject to the applicable laws and regulatory 
requirements of the United Kingdom and pursuant to Rule 14e-5(b) of the US 
Exchange Act, Emerson and/or the Offeror and/or its or their nominees or brokers 
(acting as agents) may from time to time make purchases of, or arrangements to 
purchase, Chloride Shares other than pursuant to the Offer.  These purchases, or 
arrangements to purchase, may occur either in the open market at prevailing 
prices or in private transactions at negotiated prices and shall comply with 
applicable rules in the United Kingdom and applicable United States securities 
laws.  In addition, in accordance with and subject to the applicable laws and 
regulatory requirements of the United Kingdom and the United States, the 
financial advisors to Emerson and the Offeror, or their respective affiliates 
and separately identifiable departments, may make purchases of, or arrangements 
to purchase, Chloride Shares outside of the Offer or engage in trading 
activities involving Chloride Shares and various related derivative transactions 
in the normal course of their business.  Any information about such purchases 
will be disclosed as required in the UK and will be available from the 
Regulatory News Service on the London Stock Exchange website, 
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. 
Forward-looking Statements 
This announcement, including any information included or incorporated by 
reference in this announcement, contains "forward-looking statements" concerning 
Emerson, the Offeror and the Emerson Group, Chloride and the Chloride Group, and 
the Enlarged Group, that are subject to risks and uncertainties.  These 
forward-looking statements may be identified by words such as "believes", 
"expects", "anticipates", "projects", "intends", "should", "seeks", "estimates", 
"future" or similar expressions or by discussion of, among other things, 
strategy, goals, plans or intentions.  Various factors may cause actual results 
to differ materially in the future from those reflected in forward-looking 
statements contained in this announcement, including any information included or 
incorporated by reference in this announcement, among others: (1) economic and 
currency conditions; (2) market demand; (3) pricing; (4) competitive and 
technological factors; (5) the risk that the transaction may not be consummated; 
(6) the risk that a regulatory approval that may be required for the transaction 
is not obtained or is obtained subject to conditions that are not anticipated; 
(7) the risk that Chloride will not be integrated successfully into Emerson; and 
(8) the risk that revenue opportunities, cost savings and other anticipated 
synergies from the transaction may not be fully realised or may take longer to 
realise than expected.  Other unknown or unpredictable factors could cause 
actual results to differ materially from those in any forward-looking statement. 
 Due to such uncertainties and risks, readers are cautioned not to place undue 
reliance on such forward-looking statements, which speak only as of the date 
hereof.  Neither Emerson nor the Offeror undertakes any obligation to update 
publicly or revise any forward-looking statements, whether as a result of new 
information, future events or otherwise, except to the extent legally required. 
Nothing contained herein shall be deemed to be a forecast, projection or 
estimate of the future financial performance of any member of the Emerson Group, 
the Chloride Group or the Enlarged Group following completion of the Offer 
unless otherwise stated. 
Dealing Disclosure Requirements under the Code 
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any 
class of relevant securities of an offeree company or of any paper 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 paper 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 paper 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 pm (London time) on the 10th business day following the 
commencement of the offer period and, if appropriate, by no later than 3.30 pm 
(London time) on the 10th business day following the announcement in which any 
paper offeror is first identified. Relevant persons who deal in the relevant 
securities of the offeree company or of a paper 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 1% 
or more of any class of relevant securities of the offeree company or of any 
paper offeror must make a Dealing Disclosure if the person deals in any relevant 
securities of the offeree company or of any paper 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 paper 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 pm 
(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 paper 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 Takeover 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]. 
Opening Position Disclosure 
On 7 May 2010, Emerson disclosed the details required to be disclosed by it 
under Rule 8.1(a) of the Code. 
Publication on Emerson Website 
A copy of this announcement will be available for inspection free from charge, 
subject to certain restrictions relating to Restricted Overseas Persons, on 
Emerson's website (at www.emerson.com) by no later than 12.00 noon (London time) 
on 30 June 2010 and will remain available during the course of the Offer. 
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR 
FROM CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD 
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. 
 
                                                                    29 June 2010 
                                   CASH OFFER 
                                       by 
    RUTHERFURD ACQUISITIONS LIMITED 
 (a wholly-owned subsidiary of Emerson 
                                  Electric Co.) 
                                      for 
                      CHLORIDE GROUP PUBLIC LIMITED COMPANY 
1.         Introduction 
The board of Emerson Electric Co. ("Emerson") announces the terms of a cash 
offer to be made by Rutherfurd Acquisitions Limited (a wholly owned subsidiary 
of Emerson) to acquire the entire issued and to be issued share capital of 
Chloride Group Public Limited Company ("Chloride"). 
2.         The Offer 
The Offer, which is subject to the Conditions and further terms set out below in 
Appendix 1 to this announcement and those to be set out in the Offer 
Documentation when issued, will be made on the following basis: 
    for each Chloride Share                                 375 pence in cash 
The Offer values Chloride's existing issued and to be issued share capital at 
approximately GBP997 million and provides Chloride Shareholders with an 
opportunity to realise their investment in Chloride for cash at a significant 
premium to Chloride's undisturbed share price. 
The Offer Price represents: 
·      a 15% premium or a 50 pence increase to the recommended offer of 325 
pence per Chloride Share announced by ABB Ltd. on 8 June 2010; 
·      a 79% premium to the price of 209 pence per Chloride Share at close of 
business on 23 April 2010, the last trading day before the announcement by 
Emerson of its indicative proposal to acquire the entire issued and to be issued 
share capital of Chloride (the "Indicative Proposal") and the commencement of 
the Offer Period; and 
·      a 90% premium to the average closing price of 197.3 pence per Chloride 
Share for the three month period up to and including 23 April 2010, being the 
last trading day before the announcement of the Indicative Proposal. 
In addition, Chloride Shareholders will be entitled to receive the final 
dividend of 3.3 pence per Chloride Share in respect of the financial year ended 
31 March 2010 proposed by the Chloride directors in Chloride's notice of its 
2010 annual general meeting dated 24 May 2010, subject to this dividend being 
approved at such annual general meeting. 
Accordingly, the total value per Chloride Share, taking into account the Offer 
Price and proposed dividend, is 378.3 pence. 
Under the Offer, Chloride Shares will be acquired by the Offeror (a newly formed 
subsidiary of Emerson) fully paid and free from all liens, equities, equitable 
interests, charges, encumbrances, options, rights of pre-emption and any other 
third party rights or interests of any nature whatsoever and together with all 
rights existing as at the date of this announcement or subsequently attaching or 
accruing to them, including, without limitation (but subject as described above 
in relation to the final dividend of 3.3 pence per Chloride Share proposed by 
the Chloride directors in respect of the financial year ended 31 March 2010), 
voting rights and the right to receive and retain, in full, all dividends and 
other distributions (if any) declared, made or paid, or any other return of 
capital (whether by way of reduction of share capital or share premium account 
or otherwise) made, on or after the date of this announcement. 
3.         Background to, and reasons for, the Offer 
Emerson announced on 26 April 2010 that it had made the Indicative Proposal to 
the Chloride Board to acquire the entire issued and to be issued share capital 
of Chloride. 
On 8 June 2010, ABB made a recommended offer to acquire Chloride for 325 pence 
per Chloride Share.  Since the announcement of this offer, Emerson has received 
access to due diligence information that Chloride has shared with ABB as 
required by the Code. 
Emerson believes that Chloride will further enable it to provide a full-service, 
global critical power solution to customers across the world. Emerson has 
long-standing respect for Chloride, its employees and their accomplishments and 
believes that a combination would provide considerable benefits for both 
companies and their respective stakeholders, including the following: 
·      Chloride's strong positions in key markets and key technologies are 
highly complementary with those of Emerson; 
·      with Emerson's extensive presence in the emerging markets, Emerson 
expects to leverage these capabilities to significantly enhance Chloride's 
growth by accelerating the penetration in these key markets; 
·      a combination would allow both companies to leverage their R&D and 
technology efforts, while realising opportunities to improve the combined cost 
structure and to optimise global revenues; 
·      Emerson believes it can provide Chloride's European customers with 
expanded product and service offerings from the Emerson Group and give Chloride 
access to its extensive global customer relationships to accelerate growth of 
Chloride's industrial UPS product offering; and 
·      Emerson is committed to the UK market and intends for Chloride to serve 
as Emerson's new European Network Power Systems headquarters; Chloride will form 
the basis for Emerson's European UPS growth strategy. 
Emerson believes that the combination with Chloride will create a stronger 
global competitor in the critical power market with the scale and combined 
expertise to achieve and sustain leading positions. 
The combination with Chloride is expected to deliver significant annual cost 
savings of at least GBP33 million through purchasing and manufacturing 
efficiencies, staff and facility reductions, and the elimination of other 
business cost structure duplications including overhead reductions. Emerson 
believes that through its prior experience of successfully operating similar 
businesses, achieving operational improvements and executing synergistic 
acquisitions, it is well positioned to take Chloride to the next stage of its 
development.  In addition to the cost savings outlined above, Emerson believes 
that given the complementary nature of Emerson and Chloride there is the 
potential for meaningful revenue synergies. 
From Chloride's perspective, the Offer represents near term certain cash value 
at a significant premium. 
4.         Information on Emerson 
Emerson is a global leader in bringing technology and engineering together to 
provide innovative solutions for customers in industrial, commercial, and 

 
 
consumer markets through its network power, process management, industrial 
automation, climate technologies, and appliance and tools businesses.  Founded 
in St. Louis, Missouri (USA) in 1890 as a manufacturer of electric motors and 
fans, the company is today listed on the New York Stock Exchange and, together 
with its subsidiary companies, employs approximately 130,000 people across 150 
countries.  As at 28 June 2010, Emerson had a market capitalisation of US$34 
billion. 
For the financial year ended 30 September 2009, Emerson achieved revenues of 
US$20,915 million, profits before tax (excluding discontinued operations) of 
US$2,417 million and operating cash flow of US$3,086 million.  As at 30 
September 2009, Emerson had total assets of US$19,763 million. 
For the six months ended 31 March 2010, Emerson's unaudited financial statements 
recorded revenues of US$10,155 million, profits before tax (excluding 
discontinued operations) of US$1,195 million and operating cash flow of US$1,319 
million.  As at that date, Emerson had total assets of US$21,720 million. 
The company is organised across five business segments: 
·      Network Power provides power and environmental conditioning and 
reliability to ensure telecommunications systems, data networks and critical 
business applications run continuously; 
·      Process Management offers measurement, control and diagnostic 
capabilities for automated industrial processes producing items such as foods, 
fuels, medicines and power; 
·      Industrial Automation brings integrated manufacturing solutions to 
diverse industries worldwide; 
·      Climate Technologies enhances household and commercial comfort as well as 
food safety and energy efficiency through air-conditioning and refrigeration 
technology; and 
·      Appliance and Tools provides uniquely designed motors for a broad range 
of applications, appliances and integrated appliance solutions and tools for 
both homeowners and professionals, as well as home and commercial storage 
systems. 
5.         Information on Chloride 
Chloride is focused on the provision of secure power solutions designed to 
ensure business continuity.  Chloride supplies its products and technical 
support services to clients across a variety of market sectors.  While expanding 
its offering across Eastern Europe, Central Asia, Asia Pacific and South 
America, Chloride retains its principal market in Western Europe.  The company 
has its headquarters in London and, as at 31 March 2010, employed over 2,540 
people across 23 countries, including an average of 422 located in the UK in the 
year to 31 March 2010.  Chloride has assembly and test facilities in Italy, 
France, the USA and India in addition to R&D facilities in India, Germany and 
Italy and a manufacturing joint venture in China. Chloride is listed on the 
London Stock Exchange and as at 28 June 2010 had a market capitalisation of 
GBP917 million. 
For the financial year ended 31 March 2010, Chloride, in its audited annual 
accounts, recorded revenues of GBP336.0 million, profit before tax of GBP29.9 
million and net operating cash flow of GBP29.0 million.  As at that date, the 
company's total assets stood at GBP354.6 million. 
6.         Emerson's plans for Chloride 
Should the combination of Emerson and Chloride be completed, it is Emerson's 
intention that Chloride becomes the new European headquarters for Emerson's 
Network Power Systems business and helps drive Emerson's European UPS growth 
strategy. 
While Emerson continues to integrate and improve its existing businesses in 
Europe, including businesses operating within its Network Power segment, Emerson 
believes the Chloride business would be complementary to these businesses in 
expanding integrated solution product offerings. Chloride would become an 
important element of the European growth strategy for Emerson's Network Power 
business. In recent years, Emerson has made a number of strategic acquisitions 
to strengthen and broaden product and service capabilities within Europe for 
Emerson's Network Power business.  Emerson also has long had a strong base in 
Italy for its Liebert-brand products and services for uninterruptible power 
supply (UPS) and precision cooling technology.  While Emerson would expect to 
continue to strengthen its European Network Power presence without Chloride, 
Chloride offers additional customers and adds product capability in specific UPS 
lines which would strengthen Emerson's position and hasten that growth. 
The combination with Chloride is expected to deliver significant annual cost 
savings of at least GBP33 million through purchasing and manufacturing 
efficiencies, staff and facility reductions, and the elimination of other 
business cost structure duplications including overhead reductions. 
7.         Directors, management and employees 
Emerson recognises the skills and experience of the existing management and 
employees of Chloride and believes that they will benefit significantly from the 
greater opportunities available within Emerson.  Emerson intends to build on 
Chloride's highly talented group of employees to support the continued 
development and expansion of the combined business.  Emerson intends for 
Chloride's UK headquarters to serve as Emerson's European Network Power Systems 
business headquarters. However, in light of the Offer Price and notwithstanding 
the statement contained in the announcement of the Indicative Proposal, Emerson 
can no longer be certain that a combination with Chloride will result in a net 
addition of skilled jobs in the UK. 
If the Offer becomes or is declared unconditional in all respects, Emerson 
intends that the existing employment rights of all Chloride Group employees 
would continue to be safeguarded in accordance with statutory and contractual 
requirements. 
8.         Chloride Share Schemes 
The Offer will extend to any Chloride Shares unconditionally allotted or issued 
fully paid (or credited as fully paid) upon the exercise of options under any of 
the Chloride Share Schemes or as a result of vesting pursuant to the Chloride 
Share Schemes whilst the Offer remains open for acceptance or before such 
earlier date as the Offeror, subject to the Code and other applicable laws, may 
decide. 
If the Offer becomes or is declared unconditional in all respects, to the extent 
that such options remain unexercised or have not lapsed, the Offeror will make 
appropriate proposals to option holders under the Chloride Share Schemes in due 
course. No proposals will be made to participants of Chloride Share Schemes in 
respect of options that have been exercised, or options or awards that have 
lapsed. 
9.         Financing the Offer 
The cash consideration payable under the Offer will be funded from funds made 
available to the Offeror from the existing cash resources of the Emerson Group. 
Greenhill and J.P. Morgan Cazenove are satisfied that sufficient financial 
resources are available to the Offeror to satisfy in full the cash consideration 
payable under the terms of the Offer. 
10.       Conditionality of the Offer 
The Offer will be subject to the Conditions and the further terms set out in 
Appendix I and the terms and conditions to be set out in the Offer Documentation 
when issued.  The Offer will be conditional upon, amongst other things, the 
Offeror receiving valid acceptances of the Offer in respect of not less than 90 
per cent. of the Chloride Shares to which the Offer relates (or such lower 
percentage as the Offeror may decide), provided that such Condition will not be 
satisfied unless the Offeror and/or any other members of the Emerson Group shall 
have acquired or agreed to acquire, whether pursuant to the Offer or otherwise, 
shares in Chloride carrying in aggregate more than 50 per cent. of the voting 
rights then normally exercisable at general meetings of Chloride. In addition, 
the Offer will be conditional upon certain competition and other approvals being 
obtained, including from the European Commission and from authorities in 
Ukraine, Russia, Turkey and, if applicable, the United States. 
11.        Disclosure of interests in Chloride Shares 
As at the close of business on 28 June 2010, the last Business Day prior to the 
date of this announcement, neither the Offeror, nor any of the directors of the 
Offeror, nor, so far as the Offeror is aware, any person acting in concert with 
the Offeror had any arrangement in relation to any relevant securities of 
Chloride (an arrangement for these purposes including any indemnity or option 
agreement, and any agreement or understanding, whether formal or informal, of 
whatever nature, relating to relevant securities of Chloride, which may be an 
inducement to deal or refrain from dealing in such securities). 
On 7 May 2010, Emerson disclosed the details required to be disclosed by it 
under Rule 8.1(a) of the Code. 
12.       Overseas shareholders 
The release, publication or distribution of this announcement to, and the 
availability of the Offer to, Overseas Shareholders may be affected by the laws 
of the respective jurisdictions in which they are resident.  Such persons should 
inform themselves about, and observe, any applicable legal or regulatory 
requirements of such jurisdictions.  Chloride Shareholders who are in any doubt 
regarding such matters should consult an appropriate independent professional 
adviser in the relevant jurisdiction without delay. 
13.       Compulsory acquisition, de-listing and cancellation of trading 
Assuming all other conditions of the Offer have been satisfied or waived (if 
they are capable of being waived), if the Offeror receives acceptances under the 
Offer in respect of, or otherwise acquires, 90 per cent. or more of the Chloride 

 
 
Shares to which the Offer relates and 90 per cent. or more of the voting rights 
carried by the Chloride Shares to which the Offer relates, the Offeror intends 
to exercise its rights pursuant to the provisions of Part 28 of the Companies 
Act 2006 to acquire compulsorily the remaining Chloride Shares in respect of 
which the Offer has not been accepted on the same terms as the Offer. 
It is the Offeror's intention, following the Offer becoming or being declared 
unconditional in all respects, if the Offeror receives acceptances in respect of 
the Offer in respect of more than 75 per cent. of the total number of Chloride 
Shares and subject to the applicable requirements of the UK Listing Authority 
and the London Stock Exchange, to procure that Chloride applies to the UK 
Listing Authority for the cancellation of listing of Chloride Shares on the 
Official List and to the London Stock Exchange for the cancellation of admission 
to trading of Chloride Shares on its market for listed securities.  Following 
such cancellation and delisting, the Offeror intends to procure that Chloride 
re-registers from a public limited company to a private limited company.  Such 
cancellation, de-listing and re-registration would significantly reduce the 
liquidity and marketability of any Chloride Shares not assented to the Offer. 
14.       General 
This announcement is not intended to, and does not, constitute or form part of 
any offer, 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 Offer 
or otherwise.  The Offer will be made solely through the Offer Documentation, 
which will contain the full terms and conditions of the Offer, including details 
of how the Offer may be accepted.  Any acceptance or other response to the Offer 
should be made only on the basis of the information in the Offer Documentation. 
The acquisition of Chloride Shares is proposed to be implemented by way of 
takeover offer within the meaning of section 974 of the Companies Act 2006 but, 
in the event that the Chloride Board recommends the Offer, Emerson may, with the 
agreement of the Chloride Board and the Panel, elect to implement the 
acquisition by way of a court-sanctioned scheme of arrangement under Part 26 of 
the Companies Act 2006.  Any such scheme will be implemented on the same terms 
(subject to appropriate amendments), so far as applicable, as those which would 
apply to the Offer. 
The Offer Documentation will be posted (other than to Restricted Overseas 
Persons) as soon as reasonably practicable after, and in any event within 28 
days of, the date of this announcement (unless agreed otherwise with the Panel). 
The Offer will be subject to the Conditions and further terms set out in 
Appendix I of this announcement and the terms and conditions to be set out in 
the Offer Documentation when issued.  Appendix II contains the sources and bases 
of certain information contained in this announcement.  Certain terms used in 
this announcement are defined in Appendix III to this announcement. 
The Offer will be governed by English law and will be subject to the 
jurisdiction of the English courts.  The Offer will be subject to the applicable 
requirements of both the Code and US federal securities laws. 
Enquiries 
Emerson 
Mark Polzin (Media)                                          +1 314 
982 1758 
 
Lynne Maxeiner (Investors)                                +1 314 
553 2197 
Greenhill (Financial Adviser) 
London: [phone] 
 Brian Cassin 
New York: [phone] 
 Robert Greenhill or Jeff Buckalew 
J.P. Morgan Cazenove (Financial Adviser and Corporate Broker) 
London: +44 20 
7588 2828 
 Mark Breuer or Dwayne Lysaght 
Brunswick Group (Public Relations) 
London: [phone] 
 Michael 
Harrison or Kate Holgate 
New York: [phone] 
 Stanislas Neve de Mevergnies or Dominic McMullan 
This announcement is not intended to, and does not, constitute or form part of 
any offer, 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 Offer 
or otherwise.  The Offer will be made solely through the Offer Documentation, 
which will contain the full terms and conditions of the Offer, including details 
of how the Offer may be accepted.  Any acceptance or other response to the Offer 
should be made only on the basis of the information in the Offer Documentation. 
Greenhill & Co. and J.P. Morgan Cazenove are acting as financial advisers to 
Emerson and the Offeror.  J.P. Morgan Cazenove is also acting as corporate 
broker.  Slaughter and May and Davis Polk & Wardwell LLP are acting as legal 
advisers to Emerson and the Offeror. 
Greenhill & Co. International LLP, which is authorised and regulated in the 
United Kingdom by the Financial Services Authority, is acting for Emerson and 
the Offeror and for no one else in connection with the matters set out in this 
announcement and will not be responsible to anyone other than Emerson and the 
Offeror for providing the protections afforded to clients of Greenhill & Co. 
International LLP or for providing advice in relation to the matters set out in 
this announcement. 
J.P. Morgan plc, which conducts its UK investment banking business as J.P. 
Morgan Cazenove and is authorised and regulated in the United Kingdom by the 
Financial Services Authority, is acting for Emerson and the Offeror and for no 
one else in connection with the matters set out in this announcement and will 
not be responsible to anyone other than Emerson and the Offeror for providing 
the protections afforded to clients of J.P. Morgan plc or for providing advice 
in relation to the matters set out in this announcement. 
Overseas Jurisdictions 
Unless otherwise determined by the Offeror or required by the Code and permitted 
by applicable law and regulation, the Offer is not being, and will not be made, 
directly or indirectly, in or into or by the use of the mails of, or by any 
other means or instrumentality (including, without limitation, facsimile 
transmission, telex, telephone, internet or other forms of electronic 
transmission) of interstate or foreign commerce of, or by any facility of a 
national, state or other securities exchange of, Canada, Australia, Japan or any 
other Restricted Jurisdiction and will not be capable of acceptance by any such 
use, means, instrumentality or facility or from within Canada, Australia, Japan 
or any other Restricted Jurisdiction.  Accordingly, unless otherwise determined 
by Emerson or required by the Code and permitted by applicable law and 
regulation, copies of any documents relating to the Offer are not being and must 
not be, directly or indirectly, mailed, transmitted or otherwise forwarded, 
distributed or sent, in whole or in part, in, into or from Canada, Australia, 
Japan or any other Restricted Jurisdiction and persons receiving such documents 
(including, without limitation, custodians, nominees and trustees) must not, 
directly or indirectly, mail, transmit or otherwise forward, distribute or send 
them in, into or from any such jurisdiction. 
The availability of the Offer to persons who are not resident in the United 
Kingdom or the United States may be affected by the laws of the relevant 
jurisdictions in which they are located.  Persons who are not resident in the 
United Kingdom or the United States should inform themselves about, and observe, 
any applicable legal or regulatory requirements of their respective 
jurisdiction.  Further details in relation to overseas shareholders will be 
contained in the Offer Documentation.  Any failure to comply with such 
applicable requirements may constitute a violation of the securities laws of any 
such jurisdiction. 
The release, publication or distribution of this announcement in jurisdictions 
other than the United Kingdom or the United States may be restricted by law and 
therefore any persons who are subject to the laws of any jurisdiction other than 
the United Kingdom or the United States should inform themselves about, and 
observe, any applicable legal or regulatory requirements.  Any failure to comply 
with the applicable requirements may constitute a violation of the securities 
laws of any such jurisdiction. 
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 of England. 
Any person (including, without limitation, any custodian, nominee and trustee) 
who would, or otherwise intends to, or who may have a contractual or legal 
obligation to, forward this announcement and/or the Offer Documentation and/or 
any other related document to any jurisdiction outside the United Kingdom or the 
United States should inform themselves of, and observe, any applicable legal or 
regulatory requirements of their jurisdiction before taking any action. 
Notice to US holders of Chloride Shares 
The Offer will be for the acquisition of securities of a corporation organised 
under the laws of England and Wales and will be subject to the procedure and 
disclosure requirements of England and Wales, which are different from those of 
the United States.  The Offer will be made in the United States pursuant to an 
exemption from certain US tender offer rules provided by Rule 14d-1(c) of the US 
Exchange Act and otherwise in accordance with the requirements of the Code. 
Accordingly, the Offer will be subject to disclosure and other procedural 

 
 
requirements, including with respect to withdrawal rights, offer timetable, 
settlement procedures and timing of payments, that are different from those 
applicable under US domestic tender offer procedures and law.  The financial 
information relating to Chloride included in this announcement and in the Offer 
Documentation has not been, and will not be, prepared in accordance with US GAAP 
and thus may not be comparable to financial information of US companies or 
companies whose financial statements are prepared in accordance with US GAAP. 
It may be difficult for US holders of Chloride Shares to enforce their rights 
and any claim arising out of the US federal securities laws, since Chloride is 
located in a non-US jurisdiction, and some or all of its officers and directors 
may be resident of a non-US jurisdiction.  US holders of Chloride Shares may not 
be able to sue a non-US company or its officers or directors in a non-US court 
for violations of 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. 
The receipt of cash pursuant to the Offer by a US holder of Chloride Shares may 
be a taxable transaction for US federal income tax purposes and under applicable 
state and local income tax laws, as well as under foreign and other tax laws. 
Each holder of Chloride Shares is urged to consult his independent professional 
adviser immediately regarding the tax consequences of acceptance of the Offer. 
In accordance with and subject to the applicable laws and regulatory 
requirements of the United Kingdom and pursuant to Rule 14e-5(b) of the US 
Exchange Act, Emerson and/or the Offeror and/or its or their nominees or brokers 
(acting as agents) may from time to time make purchases of, or arrangements to 
purchase, Chloride Shares other than pursuant to the Offer.  These purchases, or 
arrangements to purchase, may occur either in the open market at prevailing 
prices or in private transactions at negotiated prices and shall comply with 
applicable rules in the United Kingdom and applicable United States securities 
laws.  In addition, in accordance with and subject to the applicable laws and 
regulatory requirements of the United Kingdom and the United States, the 
financial advisors to Emerson and the Offeror, or their respective affiliates 
and separately identifiable departments, may make purchases of, or arrangements 
to purchase, Chloride Shares outside of the Offer or engage in trading 
activities involving Chloride Shares and various related derivative transactions 
in the normal course of their business.  Any information about such purchases 
will be disclosed as required in the UK and will be available from the 
Regulatory News Service on the London Stock Exchange website, 
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. 
Forward-looking Statements 
This announcement, including any information included or incorporated by 
reference in this announcement, contains "forward-looking statements" concerning 
Emerson, the Offeror and the Emerson Group, Chloride and the Chloride Group, and 
the Enlarged Group, that are subject to risks and uncertainties.  These 
forward-looking statements may be identified by words such as "believes", 
"expects", "anticipates", "projects", "intends", "should", "seeks", "estimates", 
"future" or similar expressions or by discussion of, among other things, 
strategy, goals, plans or intentions.  Various factors may cause actual results 
to differ materially in the future from those reflected in forward-looking 
statements contained in this announcement, including any information included or 
incorporated by reference in this announcement, among others: (1) economic and 
currency conditions; (2) market demand; (3) pricing; (4) competitive and 
technological factors; (5) the risk that the transaction may not be consummated; 
(6) the risk that a regulatory approval that may be required for the transaction 
is not obtained or is obtained subject to conditions that are not anticipated; 
(7) the risk that Chloride will not be integrated successfully into Emerson; and 
(8) the risk that revenue opportunities, cost savings and other anticipated 
synergies from the transaction may not be fully realised or may take longer to 
realise than expected.  Other unknown or unpredictable factors could cause 
actual results to differ materially from those in any forward-looking statement. 
 Due to such uncertainties and risks, readers are cautioned not to place undue 
reliance on such forward-looking statements, which speak only as of the date 
hereof.  Neither Emerson nor the Offeror undertakes any obligation to update 
publicly or revise forward-looking statements, whether as a result of new 
information, future events or otherwise, except to the extent legally required. 
Nothing contained herein shall be deemed to be a forecast, projection or 
estimate of the future financial performance of any member of the Emerson Group, 
the Chloride Group or the Enlarged Group following completion of the Offer 
unless otherwise stated. 
Dealing Disclosure Requirements under the Code 
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any 
class of relevant securities of an offeree company or of any paper 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 paper 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 paper 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 pm (London time) on the 10th business day following the 
commencement of the offer period and, if appropriate, by no later than 3.30 pm 
(London time) on the 10th business day following the announcement in which any 
paper offeror is first identified. Relevant persons who deal in the relevant 
securities of the offeree company or of a paper 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 1% 
or more of any class of relevant securities of the offeree company or of any 
paper offeror must make a Dealing Disclosure if the person deals in any relevant 
securities of the offeree company or of any paper 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 paper 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 pm 
(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 paper 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 Takeover 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]. 
Opening Position Disclosure 
On 7 May 2010, Emerson disclosed the details required to be disclosed by it 
under Rule 8.1(a) of the Code. 
Publication on Emerson Website 
A copy of this announcement will be available for inspection free from charge, 
subject to certain restrictions relating to Restricted Overseas Persons, on 
Emerson's website (at www.emerson.com) by no later than 12.00 noon (London time) 
on 30 June 2010 and will remain available during the course of the Offer. 
                                   APPENDIX I 
                CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER 
1.         Conditions of the Offer 
The Offer will be subject to the following Conditions (as amended if 
appropriate): 
(a)        valid acceptances being received (and not, where permitted, 
withdrawn) by not later than 1.00 p.m. (London time) on the first closing date 
of the Offer (or such later time(s) and/or date(s) as the Offeror may, with the 
consent of the Panel or in accordance with the Code, decide) in respect of not 
less than 90 per cent. (or such lower percentage as the Offeror may decide) (1) 
in nominal value of the Chloride Shares to which the Offer relates, and (2) of 
the voting rights attached to those shares, provided that this Condition 1(a) 
shall not be satisfied unless the Offeror and/or any other members of the 

 
 
Emerson Group shall have acquired or agreed to acquire, whether pursuant to the 
Offer or otherwise, shares in Chloride carrying in aggregate more than 50 per 
cent. of the voting rights then normally exercisable at general meetings of 
Chloride and provided further that, unless the Offeror otherwise determines, 
this Condition 1(a) shall be capable of being satisfied only at a time when all 
of the other Conditions 1(b) to 1(p) inclusive have been either satisfied or 
waived.  For the purposes of this Condition 1(a): 
(i)         shares which have been unconditionally allotted but not issued 
before the Offer becomes or is declared unconditional as to acceptances, whether 
pursuant to the exercise of any outstanding subscription or conversion rights or 
otherwise, shall be deemed to carry the voting rights they will carry on being 
entered into the register of members of Chloride; 
(ii)        the expression "Chloride Shares to which the Offer relates" shall be 
construed in accordance with Part 28 of the Companies Act 2006; and 
(iii)        Chloride Shares that cease to be held in treasury before the Offer 
becomes or is declared unconditional as to acceptances are Chloride Shares to 
which the Offer relates; 
(b)        insofar as the Offer constitutes, or is deemed to constitute, a 
concentration with a Community dimension within the scope of Council Regulation 
(EC) 139/2004 (as amended) (the "Regulation"): 
(i)         the European Commission indicating, in terms satisfactory to the 
Offeror, that it does not intend to initiate proceedings under Article 6(1)(c) 
of the Regulation in respect of the proposed acquisition of Chloride by the 
Offeror or any member of the Emerson Group (or being deemed to have done so 
under Article 10(6) of the Regulation); and 
(ii)        in the event that any request or requests under Article 9(2) of the 
Regulation have been made by any European Union or EFTA states, the European 
Commission indicating, in terms satisfactory to the Offeror, that it does not 
intend to refer the proposed acquisition of Chloride by the Offeror or any 
member of the Emerson Group or any aspect of such proposed acquisition, to any 
competent authority of a European Union or EFTA state in accordance with Article 
9(3) of the Regulation; and 
(iii)        no indication having been made that a European Union or EFTA state 
may take appropriate measures to protect legitimate interests pursuant to 
Article 21(4) of the Regulation in relation to the proposed acquisition of 
Chloride by the Offeror or any member of the Emerson Group or any aspect of such 
acquisition; 
(c)        to the extent applicable, all filings having been made and all or any 
applicable waiting periods (including any extensions thereof) under the United 
States Hart- Scott Rodino Antitrust Improvements Act of 1976 and the regulations 
thereunder having expired, lapsed or been terminated as appropriate in each case 
in respect of the proposed acquisition of Chloride by the Offeror or any member 
of the Emerson Group, or any matters arising from that proposed acquisition; 
(d)        insofar as the Offer constitutes, or is deemed to constitute, a 
concentration under Article 24 of the Law of Ukraine On Protection of Economic 
Competition of 11 January 2001 (the "Competition Law"), the Antimonopoly 
Committee of Ukraine indicating, in terms satisfactory to the Offeror, that it 
does not intend to initiate proceedings under Article 30 of the Competition Law 
in respect of the proposed acquisition of Chloride by the Offeror or any member 
of the Emerson Group; 
(e)        insofar as completion of the Offer may be considered by the Federal 
Antimonopoly Service of the Russian Federation ("FAS") as a transaction which 
leads (or may lead) to restriction of competition in the Russian Federation upon 
completion of the initial consideration period or any extended consideration 
period, as it may be ordered by FAS under Article 33 of the Federal Law "On 
Protection of Competition" dated July 26, 2006 No. 135-FZ (as amended), FAS does 
not impose conditions on or refuse to approve the proposed acquisition of 
Chloride by the Offeror or any member of the Emerson Group; 
(f)         insofar as the Offer constitutes, or is deemed to constitute a 
concentration under Law No. 4054 on the Protection of Competition of the 
Republic of Turkey, the Turkish Competition Board indicating, in terms 
satisfactory to the Offeror that it does not intend to initiate proceedings 
under Article 10 of Law No. 4054 on the Protection of Competition in respect of 
the proposed acquisition of Chloride by the Offeror or any member of the Emerson 
Group; 
(g)        there being no provision of any agreement, arrangement, licence, 
permit or other instrument to which any member of the Wider Chloride Group is a 
party, or by or to which any such member or any of its assets is or are or may 
be bound, entitled or subject or any circumstance which, in consequence of the 
Offer, or the implementation of the same, or the acquisition or proposed 
acquisition by any member of the Emerson Group of any or all of the shares or 
other securities in Chloride or because of a change in the control or management 
of Chloride or any member of the Wider Chloride Group or otherwise, could or 
might result in: 
(i)         any moneys borrowed by or any other indebtedness or liabilities 
(whether actual or contingent) of, or grant available to, any such member being 
or becoming repayable or capable of being declared repayable immediately or 
prior to their or its stated maturity date or repayment date, or the ability of 
any such member to borrow moneys or incur any indebtedness being withdrawn or 
inhibited or being capable of becoming or being withdrawn or inhibited; 
(ii)        any such agreement, arrangement, licence, permit or instrument or 
any right, liability, obligation or interest of any such member thereunder 
being, or becoming capable of being, terminated or modified or affected or any 
obligation or liability arising or any action being taken or arising thereunder; 
(iii)        any asset or interest of, or any asset the use of which is enjoyed 
by, any such member being or falling to be disposed of or charged or ceasing to 
be available to any such member or any right arising under which any such asset 
or interest could be required to be disposed of or charged or could cease to be 
available to any such member; 
(iv)        the creation or enforcement of any mortgage, charge or other 
security interest over the whole or any part of the business, property, assets 
or interests of any such member, or any such mortgage, charge or other security 
interest (whenever created, arising or having arisen) becoming enforceable; 
(v)         the rights, liabilities, obligations or interests of any such member 
in, or the business of any such member with, any person, firm, body or company 
(or any arrangements or agreements relating to any such interest or business) 
being or becoming capable of being terminated, modified or affected; 
(vi)        the value of any such member or its financial or trading position or 
prospects being prejudiced or adversely affected; 
(vii)       any such member ceasing to be able to carry on business under any 
name under which it presently does so; or 
(viii)      the creation of any liability (whether actual or contingent) by any 
such member, 
and no event having occurred which, under any provision of any agreement, 
arrangement, licence, permit or other instrument to which any member of the 
Wider Chloride Group is a party or by or to which any such member or any of its 
assets may be bound, entitled or subject, could result in any of the events or 
circumstances as are referred to in sub-paragraphs (i) to (viii) of this 
Condition 1(g); 
(h)        no Third Party having decided or intimated a decision to take, 
institute, implement or threaten any action, proceeding, suit, investigation, 
enquiry or reference, or having made, proposed or enacted any statute, 
regulation, decision or order, or having taken any measures or other steps or 
required any action to be taken which would or might be expected to: 
(i)         require, prevent or delay the divestiture, or alter the terms 
envisaged for any proposed divestiture, by any member of the Wider Emerson Group 
or by any member of the Wider Chloride Group of all or any portion of their 
respective businesses, assets or properties or impose any limitation on the 
ability of any of them to conduct all or any part of their respective businesses 
or to own, control or manage any of their respective businesses, assets or 
properties or any part thereof; 
(ii)        require, prevent or delay the divestiture, or alter the terms 
envisaged for any proposed divestiture, by any member of the Wider Emerson Group 
of any shares or other securities in the Wider Chloride Group; 
(iii)        impose any limitation on, or result in any delay in, the ability of 
any member of the Wider Emerson Group or any member of the Wider Chloride Group, 
directly or indirectly, to acquire or to hold or to exercise effectively all or 
any rights of ownership in respect of shares or loans or securities convertible 
into shares or any other securities (or the equivalent) in, or to exercise 
voting or management control over, any member of the Wider Emerson Group or any 
member of the Wider Chloride Group; 
(iv)        make the Offer or its implementation or the acquisition or proposed 
acquisition by the Offeror or by any member of the Wider Emerson Group of any 
shares or other securities in, or control or management of, Chloride void, 
illegal and/or unenforceable under the laws of any jurisdiction, or otherwise, 
directly or indirectly, restrain, restrict, prohibit, delay or otherwise 

 
 
interfere with the same, or impose additional conditions or obligations with 
respect thereto, or otherwise impede, challenge or interfere therewith; 
(v)         require any member of the Wider Emerson Group or any member of the 
Wider Chloride Group to acquire, or to offer to acquire, any shares or other 
securities (or the equivalent) or interest in any member of the Wider Chloride 
Group or the Wider Emerson Group owned by any third party (save, in the case of 
the Offer, pursuant to Part 28 of the Companies Act 2006); 
(vi)        impose any limitation on the ability of any member of the Wider 
Emerson Group or any member of the Wider Chloride Group to conduct, integrate or 
co-ordinate its business, or any part of it, with the businesses of any other 
member of the Wider Emerson Group or any other member of the Wider Chloride 
Group; 
(vii)       result in any member of the Wider Emerson Group or any member of the 
Wider Chloride Group ceasing to be able to carry on business under any name 
under which it presently does so; or 
(viii)      otherwise adversely affect any or all of the business, assets, 
profits, or financial or trading position or prospects, of any member of the 
Wider Emerson Group or of any member of the Wider Chloride Group, 
and all applicable waiting and other time periods (including any extensions of 
such waiting and other time periods) during which any Third Party could 
institute, implement or threaten any action, proceeding, suit, investigation, 
enquiry or reference or any other step under the laws of any jurisdiction in 
respect of the Offer or the acquisition or proposed acquisition of any Chloride 
Shares by any member of the Emerson Group having expired, lapsed or been 
terminated; 
(i)         all necessary filings or applications having been made and all 
statutory or regulatory obligations in any jurisdiction having been complied 
with, in each case in connection with the Offer and/or the acquisition, or 
proposed acquisition, by any member of the Wider Emerson Group of any shares or 
other securities in, or control of, Chloride; 
(j)         all Authorisations which are necessary or are deemed necessary or 
appropriate by the Offeror or any member of the Wider Emerson Group in any 
relevant jurisdiction for or in respect of the Offer (including, without 
limitation, its implementation and financing) or the acquisition or proposed 
acquisition of any shares or other securities in, or control or management of, 
Chloride by any member of the Wider Emerson Group having been obtained in terms 
and in a form satisfactory to the Offeror from all appropriate Third Parties or 
from any persons or bodies with whom any member of the Wider Chloride Group has 
entered into contractual arrangements; 
(k)        all Authorisations, which are necessary or are deemed necessary or 
appropriate by the Offeror or any member of the Wider Emerson Group in any 
relevant jurisdiction for or in respect of carrying on the business of any 
member of the Wider Chloride Group, remaining in full force and effect and all 
filings necessary for such purpose having been made and there being no notice or 
intimation of any intention to revoke, suspend, modify or not to renew any of 
the same at the time at which the Offer otherwise becomes unconditional; 
(l)         all necessary statutory or regulatory obligations in any 
jurisdiction having been complied with, and all appropriate waiting and other 
time periods under applicable laws or regulations of any relevant jurisdiction 
having expired, lapsed or been terminated (as appropriate) and all regulatory 
clearances in any relevant jurisdiction having been obtained, in each case in 
respect of the Offer or any matter arising from the proposed acquisition of 
Chloride by any member of the Wider Emerson Group, and no temporary restraining 
order, preliminary or permanent injunction or other order having been threatened 
or issued and being in effect by a court or other Third Party of competent 
jurisdiction which has the effect of making the Offer illegal or otherwise 
prohibiting the consummation of the Offer or any matter arising from the 
proposed acquisition of Chloride by any member of the Wider Emerson Group; 
(m)       since 31 March 2010 and except as disclosed in Chloride's annual 
report and accounts for the year then ended or as otherwise publicly announced 
by Chloride prior to the date of this announcement (by the delivery of an 
announcement to a Regulatory Information Service), no member of the Wider 
Chloride Group having: 
(i)         save for Chloride Shares issued pursuant to the exercise of options 
granted under the Chloride Share Schemes, issued or agreed to issue, or 
authorised or proposed the issue of, additional shares of any class; 
(ii)        save for the grant of options granted under the Chloride Share 
Schemes, issued or agreed to issue, or authorised or proposed the issue of, 
securities convertible into or exchangeable for shares of any class, or rights, 
warrants or options to subscribe for, or acquire, any such shares or convertible 
securities; 
(iii)        save in respect of the exercise of options granted under the 
Chloride Share Schemes, transferred or sold any shares out of treasury; 
(iv)        recommended, declared, paid or made or proposed to recommend, 
declare, pay or make any bonus issue, dividend or other distribution whether 
payable in cash or otherwise; 
(v)         merged with, demerged with or acquired any body corporate, 
partnership or business or acquired or disposed of or transferred, mortgaged, 
charged or created any security interest over any assets or any right, title or 
interest in any asset (including shares and trade investments) or authorised or 
proposed or announced any intention to propose the same; 
(vi)        made or authorised or proposed or announced an intention to propose 
any change in its loan capital; 
(vii)       issued, agreed to issue, authorised or proposed the issue of, or 
made any change in or to, any debentures or (save in the ordinary course of 
business) incurred or increased any indebtedness or liability (whether actual or 
contingent); 
(viii)      purchased, redeemed or repaid or announced any proposal to purchase, 
redeem or repay any of its own shares or other securities or reduced or, save in 
respect to the matters mentioned in sub-paragraph (i) above, made any other 
change to any part of its share capital; 
(ix)       entered into, implemented, authorised, proposed or announced its 
intention to implement, any reconstruction, amalgamation, scheme, commitment or 
other transaction or arrangement; 
(x)        entered into or varied, or made an offer to vary, the terms of any 
contract, agreement, commitment, transaction or arrangement with any director or 
senior executive of any member of the Wider Chloride Group; 
(xi)       entered into, varied, authorised, proposed or announced its intention 
to enter into or vary any contract, agreement, transaction, arrangement or 
commitment (whether in respect of capital expenditure or otherwise) which: 
(xii)       taken or proposed any corporate action, or had any legal proceedings 
started or threatened against it or petition presented or order made, for its 
winding-up (voluntary or otherwise), dissolution or reorganisation or for the 
appointment of a receiver, administrative receiver, administrator, trustee or 
similar officer of all or any part of its assets or revenues or any analogous 
proceedings in any jurisdiction or had any analogous person appointed in any 
jurisdiction; 
(xiii)      entered into any contract, transaction or arrangement which would be 
restrictive on the business of any member of the Wider Chloride Group or the 
Wider Emerson Group; 
(xiv)      waived or compromised any claim other than of an immaterial amount in 
the ordinary course of business; 
(xv)       made any alteration to its memorandum or articles of association; 
(xvi)      made or agreed or consented to any change to: 
(xvii)     been unable, or admitted that it is unable, to pay its debts or 
having stopped or suspended (or threatened to stop or suspend) payment of its 
debts generally or having entered into a moratorium, composition or other 
arrangement with its creditors in respect of its debts or ceased or threatened 
to cease carrying on all or a substantial part of its business; 
(xviii)     proposed, agreed to provide or modified the terms of any share 
option scheme, incentive scheme or other benefit relating to the employment or 
termination of employment of any person employed by the Wider Chloride Group; or 
(xix)      entered into any contract, commitment, transaction, arrangement or 
agreement or passed any resolution or made any offer (which remains open for 
acceptance) with respect to, or announced any intention to, or to propose to, 
effect, any of the transactions, matters or events referred to in this Condition 
1(m); 
(n)        since 31 March 2010 and except as disclosed in Chloride's annual 
report and accounts for the year then ended or as otherwise publicly announced 
by Chloride prior to the date of this announcement (by the delivery of an 
announcement to a Regulatory Information Service): 
(i)         no adverse change or deterioration having occurred, and no 
circumstance having arisen which would or might be expected to result in any 
adverse change or deterioration, in the business, assets, financial or trading 
position or profits or prospects of any member of the Wider Chloride Group; 
(ii)        no litigation, arbitration proceedings, prosecution or other legal 
proceedings to which any member of the Wider Chloride Group is or may become a 
party (whether as a claimant, defendant or otherwise) having been instituted, 
announced or threatened by or against, or become pending or remained outstanding 

 
 
in respect of, any member of the Wider Chloride Group; 
(iii)        no contingent or other liability of any member of the Wider 
Chloride Group having arisen, increased or become apparent to the Offeror; 
(iv)        no step having been taken which is likely to result in the 
withdrawal, cancellation, termination or material modification of any licence 
held by any member of the Wider Chloride Group; and 
(v)         no enquiry, review or investigation by, or complaint or reference 
to, any Third Party against or in respect of any member of the Wider Chloride 
Group having been instituted, announced or threatened by or against, or become 
pending or remained outstanding in respect of, any member of the Wider Chloride 
Group; 
(o)        the Offeror not having discovered: 
(i)         that any financial, business or other information concerning the 
Wider Chloride Group disclosed at any time by or on behalf of any member of the 
Wider Chloride Group (whether publicly, to any member of the Wider Emerson Group 
or otherwise) is misleading, contains a misrepresentation of fact or omits to 
state a fact necessary to make the information contained therein not misleading; 
(ii)        that any member of the Wider Chloride Group, or any partnership, 
company or other entity in which any member of the Wider Chloride Group has a 
significant economic interest and which is not a subsidiary undertaking of 
Chloride, is subject to any liability (contingent or otherwise) which is not 
disclosed in the annual report and accounts of Chloride for the year ended 31 
March 2010; or 
(iii)        any information which affects the import of any information 
disclosed at any time by or on behalf of any member of the Wider Chloride Group; 
and 
(p)        the Offeror not having discovered that: 
(i)         any past or present member of the Wider Chloride Group has failed to 
comply with any applicable legislation or regulation of any jurisdiction or any 
notice, order or requirement of any Third Party with regard to the use, 
treatment, handling, storage, transport, disposal, spillage, release, discharge, 
leak or emission of any waste or hazardous substance or any substance likely to 
impair the environment or harm human health or animal health, or otherwise 
relating to environmental matters or the health and safety of any person, or 
that there has otherwise been any such use, treatment, handling, storage, 
transport, disposal, spillage, release, discharge, leak or emission (whether or 
not the same constituted a non-compliance by any person with any such 
legislation or regulations, and wherever the same may have taken place) which, 
in any case, would be likely to give rise to any liability (whether actual or 
contingent) or cost on the part of any member of the Wider Chloride Group; or 
(ii)        there is, or is likely to be, for that or any other reason, any 
liability (whether actual or contingent) of any past or present member of the 
Wider Chloride Group to make good, repair, reinstate or clean up any property or 
any controlled waters now or previously owned, occupied, operated, made use of 
or controlled by any such past or present member of the Wider Chloride Group, 
under any environmental legislation, regulation, notice, circular or order of 
any Third Party. 
For the purposes of these Conditions: 
"Authorisations" means authorisations, orders, directions, rules, recognitions, 
grants, determinations, licences, certificates, confirmations, consents, 
clearances, permissions and approvals; 
"Third Party" means any national, state or local government, government 
department or governmental, quasi-governmental, supranational, statutory, 
regulatory, environmental or investigative body, central bank, authority 
(including any national or supranational anti-trust or merger control 
authority), court, tribunal, arbitrary body, trade agency, association, 
institution or any other body or person whatsoever in any relevant jurisdiction; 
"Wider Chloride Group" means Chloride and its subsidiary undertakings, 
associated undertakings and any other undertaking in which Chloride and/or such 
undertakings (aggregating their interests) have a significant interest; 
"Wider Emerson Group" means Emerson and its subsidiary undertakings, associated 
undertakings and any other undertaking in which Emerson and/or such undertakings 
(aggregating their interests) have a significant interest; and 
for these purposes "subsidiary undertaking" and "undertaking" have the meanings 
given by the Companies Act 2006, "associated undertaking" has the meaning given 
by paragraph 19 of Schedule 6 to the Large and Medium-sized Companies and Groups 
(Accounts and Reports) Regulations 2008 other than paragraph 19(1)(b) of 
Schedule 6 to those Regulations which shall be excluded for this purpose, and 
"significant interest" means a direct or indirect interest in ten per cent. or 
more of the equity share capital (as defined in the Companies Act 2006). 
2.         Certain further terms of the Offer 
(a)        The Offeror reserves the right to waive, in whole or in part, all or 
any of Conditions, except for Condition 1(a). 
(b)        Conditions 1(b) to 1(p) (inclusive) must be fulfilled or waived by 
midnight (London time) on the 21st day after the later of the first closing date 
of the Offer and the date on which Condition 1(a) is fulfilled (or, in each 
case, such later date as the Offeror may, with the consent of the Panel, 
decide).  The Offeror shall be under no obligation to waive or treat as 
satisfied any of Conditions 1(b) to 1(p) (inclusive) by a date earlier than the 
latest date specified above for the satisfaction thereof, notwithstanding that 
the other Conditions of the Offer may at such earlier date have been waived or 
fulfilled and that there be at such earlier date no circumstances indicating 
that any of such Conditions may not be capable of fulfilment. 
(c)        Except with the Panel's consent, the Offeror will not invoke any of 
the Conditions 1(b) to 1(p) (inclusive) so as to cause the Offer not to proceed, 
to lapse or to be withdrawn unless the circumstances which give rise to the 
right to invoke the relevant Condition are of material significance to the 
Offeror in the context of the Offer. 
(d)        If the Offeror (or any other member of the Emerson Group) is required 
by the Panel to make an offer for any Chloride Shares under the provisions of 
Rule 9 of the Code, the Offeror (or, as the case may be, that member of the 
Emerson Group) may make such alterations to any of the above Conditions as are 
necessary to comply with the provisions of that Rule. 
(e)        The Offer will lapse if (unless otherwise agreed by the Panel) it is 
referred to: 
(i)         a serious doubts investigation under Article 6(1)(c) of Council 
Regulation (EC) 139/2004; or 
(ii)        the Competition Commission following a reference back by the 
European Commission to a competent authority in the United Kingdom under Article 
9 of Council Regulation (EC) 139/2004; or 
before 1.00 p.m. on the first closing date of the Offer or the date on which the 
Offer becomes or is declared unconditional as to acceptances, whichever is the 
later; 
(f)         If the Offer lapses it will cease to be capable of further 
acceptance.  Chloride Shareholders who have accepted the offer and the Offeror 
shall thereafter cease to be bound by acceptances delivered on or before the 
date on which the Offer lapses. 
(g)        The Offeror reserves the right for any member of the Emerson Group 
from time to time, instead of the Offeror, to make the Offer or otherwise 
implement the acquisition of Chloride. 
(h)        The Offeror reserves the right to elect, with the consent of the 
Panel, to implement the Offer by way of scheme of arrangement under Part 26 of 
the Companies Act 2006.  In such event, such offer will be implemented on the 
same terms (subject to appropriate amendments), so far as applicable, as those 
which would apply to the Offer.  In particular, Condition 1(a) will not apply 
and the Scheme will become effective and binding following: 
(i)         approval of the Scheme at the court meeting (or any adjournment 
thereof) by a majority of the Chloride Shareholders present and voting either in 
person or by proxy representing 75 per cent. or more in value of Chloride 
Shareholders; 
(ii)        the resolutions required to approve and implement the Scheme being 
those set out in the notice of general meeting of the Chloride Shareholders 
being passed by the requisite majority at such general meeting; and 
(iii)        the sanction of the Scheme and confirmation of any associated 
reduction of capital by the Court (in each case with or without modification, 
and any such modification to be on terms reasonably acceptable to Chloride and 
the Offeror) and an office copy of the order of the Court sanctioning the Scheme 
and confirming the cancellation of share capital which forms part of it being 
delivered for registration to the Registrar of Companies and being registered by 
him. 
(i)         Under the Offer, Chloride Shares will be acquired by the Offeror 
fully paid and free from all liens, equities, equitable interests, charges, 
encumbrances, options, rights of pre-emption and any other third party rights or 
interests of any nature whatsoever and together with all rights existing as at 
the date of this announcement or subsequently attaching or accruing to them, 
including, without limitation, voting rights and the right to receive and 
retain, in full, all dividends and other distributions (if any) declared, made 
or paid, or any other return of capital (whether by way of reduction of share 
capital or share premium account or otherwise) made, on or after the date of 
this announcement. Accordingly, insofar as a dividend and/or a distribution 

 
 
and/or a return of capital is proposed, declared, made, paid or payable by 
Chloride in respect of a Chloride Share after the date of this announcement, the 
price payable under the Offer in respect of a Chloride Share will be reduced by 
the amount of the dividend and/or distribution and/or return of capital except 
insofar as the Chloride Share is or will be transferred pursuant to the Offer on 
a basis which entitles the Offeror alone to receive the dividend and/or 
distribution and/or return of capital but if that reduction in price has not 
been effected, the person to whom the Offer Price is paid in respect of that 
Chloride Share will be obliged to account to the Offeror for the amount of such 
dividend or distribution or return of capital. 
(j)         The Offer will be made on the terms and will be subject to the 
Conditions which are set out in this Appendix I, those terms which will be set 
out in the Offer Documentation and such further terms as may be required to 
comply with the applicable rules and regulations of the Financial Services 
Authority and the London Stock Exchange and the Code, as well as the applicable 
requirements of US federal securities laws.  This announcement does not 
constitute, or form part of, an offer or invitation to purchase Chloride Shares 
or any other securities. 
(k)        The availability of the Offer to Overseas Shareholders may be 
affected by the laws of the relevant jurisdictions.  Overseas Shareholders 
should inform themselves about and observe any applicable requirements. 
(l)         Unless otherwise determined by the Offeror or required by the Code 
and permitted by applicable law and regulation, the Offer is not being, and will 
not be made, directly or indirectly, in or into or by the use of the mails of, 
or by any other means or instrumentality (including, without limitation, 
facsimile transmission, telex, telephone, internet or other forms of electronic 
transmission) of interstate or foreign commerce of, or by any facility of a 
national, state or other securities exchange of, Canada, Australia, Japan or any 
other Restricted Jurisdiction and will not be capable of acceptance by any such 
use, means, instrumentality or facility or from within Canada, Australia, Japan 
or any other Restricted Jurisdiction. 
(m)       This Offer and any acceptance thereof will be governed by English law 
and be subject to the jurisdiction of the English courts and to the Conditions 
set out herein and in the formal Offer Documentation (including any applicable 
Form of Acceptance).  The Offer will comply with the applicable rules and 
regulations of the Financial Services Authority and the London Stock Exchange 
and the Code. 
(n)        If: 
(i)         the Offeror waives, in whole or in part, all or any of the 
Conditions above (excluding Condition 1(a)), as set out in paragraph 2(a) above; 
or 
(ii)        the Offeror is required by the Panel to make an offer for Chloride 
Shares under the provisions of Rule 9 of the Code, and the Offeror alters any of 
the above Conditions as necessary to comply with the provisions of that Rule, as 
set out in paragraph 2(d) above, 
the Offeror will extend the Offer Period and take such further action as 
required by the Code or other applicable law. 
                                  APPENDIX II 
                SOURCES OF INFORMATION AND BASES OF CALCULATION 
1.         Unless otherwise stated, the financial information relating to the 
Emerson Group has been extracted or derived (without any adjustment) from 
Emerson's audited annual report and accounts for the year ended 30 September 
2009 and from Emerson's Form 10-Q Quarterly Report (unaudited) filed on 5 May 
2010. 
2.         Unless otherwise stated, the financial information relating to the 
Chloride Group has been extracted or derived (without any adjustment) from 
Chloride's audited annual report and accounts for the year ended 31 March 2010. 
3.         Other information relating to Chloride has been extracted or derived, 
without material adjustment, from public sources. 
4.         The value placed by the Offer on the entire existing issued and to be 
issued share capital, and other statements made by reference to the existing 
issued and to be issued share capital, of Chloride are based on, as applicable, 
the Offer Price of 375 pence per Chloride Share and 263,147,793 Chloride Shares 
being in issue (as sourced from the Regulatory Information Service announcement 
released by Chloride on 3 June 2010) and an additional 2,657,192 Chloride Shares 
(net of 5,736,328 Chloride Shares held in the Employee Benefit Trust and 
expected to be used to satisfy the exercise of share options) which Emerson 
understands from the Chloride Scheme Document are issuable on the exercise of 
share options as at 2 June 2010. 
5.         Unless otherwise stated, all prices quoted for Chloride Shares have 
been derived from SEDOL and represent the closing middle market prices of 
Chloride Shares on the relevant dates. 
6.         References to a percentage of Chloride Shares are based on the number 
of Chloride Shares in issue (as sourced from the Regulatory Information Service 
announcement released by Chloride on 3 June 2010). 
7.         Figures stated are subject to rounding approximations. 
8.         Information in relation to the average closing price per Chloride 
Share for the three month period up to and including 23 April 2010 is for the 
period from 25 January 2010 up to and including 23 April 2010 (only trading days 
are included in the average). 
9.         The market capitalisation of Chloride has been based on 263,147,793 
Chloride Shares being in issue as sourced from the Regulatory Information 
Service announcement released by Chloride on 3 June 2010). 
10.       The market capitalisation of Emerson has been based on 753,169,778 
Emerson common shares being in issue (as sourced from Emerson's Form 10-Q 
Quarterly Report (unaudited) filed on 5 May 2010). 
                                  APPENDIX III 
                                  DEFINITIONS 
In this announcement, the following definitions apply unless the context 
requires otherwise: 
+----------------+-----------------+ 
| "Business      | any             | 
| Day"           | day on          | 
|                | which           | 
|                | banks           | 
|                | are             | 
|                | generally       | 
|                | open in         | 
|                | England         | 
|                | and Wales       | 
|                | for the         | 
|                | transaction     | 
|                | of general      | 
|                | banking         | 
|                | business,       | 
|                | other than      | 
|                | a Saturday,     | 
|                | Sunday or       | 
|                | public          | 
|                | holiday;        | 
+----------------+-----------------+ 
| "Chloride"     | Chloride        | 
|                | Group           | 
|                | Public          | 
|                | Limited         | 
|                | Company,        | 
|                | a               | 
|                | company         | 
|                | incorporated    | 
|                | in England      | 
|                | and Wales       | 
|                | with            | 
|                | registered      | 
|                | number          | 
|                | 00035389 and    | 
|                | whose           | 
|                | registered      | 
|                | office is at    | 
|                | Ebury Gate,     | 
|                | 23 Lower        | 
|                | Belgrave        | 
|                | Street,         | 
|                | London, SW1W    | 
|                | 0NR;            | 
+----------------+-----------------+ 
| "Chloride      | the             | 
| Board"         | board           | 
|                | of              | 
|                | directors       | 
|                | of              | 
|                | Chloride;       | 
+----------------+-----------------+ 
| "Chloride      | Chloride        | 
| Group"         | Group           | 
|                | Public          | 
|                | Limited         | 
|                | Company,        | 
|                | together        | 
|                | with its        | 
|                | subsidiaries    | 
|                | and             | 
|                | subsidiary      | 
|                | undertakings    | 
|                | from time to    | 
|                | time;           | 
+----------------+-----------------+ 
| "Chloride      | the             | 
| Scheme         | document        | 
| Document"      | dated 25        | 
|                | June            | 
|                | 2010 in         | 
|                | respect         | 
|                | of the          | 
|                | recommended     | 
|                | cash            | 
|                | acquisition     | 
|                | by ABB          | 
|                | Acquisitions    | 
|                | Limited of      | 
|                | Chloride by     | 
|                | means of a      | 
|                | scheme of       | 
|                | arrangement     | 
|                | under Part      | 
|                | 26 of the       | 
|                | Companies       | 
|                | Act             | 
|                | containing,     | 
|                | inter alia,     | 
|                | details of      | 
|                | the proposed    | 
|                | scheme of       | 
|                | arrangement     | 
|                | between         | 
|                | Chloride and    | 
|                | holders of      | 
|                | certain         | 
|                | Chloride        | 

 
 
|                | Shares;         | 
+----------------+-----------------+ 
| "Chloride      | the             | 
| Share          | Chloride        | 
| Schemes"       | Group           | 
|                | PLC 1994        | 
|                | Share           | 
|                | Option          | 
|                | Scheme,         | 
|                | the             | 
|                | Chloride        | 
|                | Group           | 
|                | PLC 1996        | 
|                | Share           | 
|                | Option          | 
|                | Scheme,         | 
|                | the             | 
|                | Chloride        | 
|                | Group           | 
|                | 1997            | 
|                | Savings-Related | 
|                | Share Option    | 
|                | Scheme, the     | 
|                | Chloride Group  | 
|                | PLC Executive   | 
|                | Share Option    | 
|                | Scheme 2001,    | 
|                | the Chloride    | 
|                | Group PLC       | 
|                | Performance     | 
|                | Share Plan, the | 
|                | Chloride Group  | 
|                | PLC             | 
|                | Savings-Related | 
|                | Share Option    | 
|                | Scheme 2007 and | 
|                | the Chloride    | 
|                | Group PLC       | 
|                | Deferred Share  | 
|                | Bonus Plan;     | 
+----------------+-----------------+ 
| "Chloride      | the             | 
| Shareholders"  | holders         | 
|                | of              | 
|                | Chloride        | 
|                | Shares,         | 
|                | from            | 
|                | time to         | 
|                | time;           | 
+----------------+-----------------+ 
| "Chloride      | the             | 
| Shares"        | existing        | 
|                | unconditionally | 
|                | allotted or     | 
|                | issued and      | 
|                | fully paid (or  | 
|                | credited as     | 
|                | fully paid)     | 
|                | ordinary shares | 
|                | of 25 pence     | 
|                | each in the     | 
|                | capital of      | 
|                | Chloride and    | 
|                | any further     | 
|                | such shares     | 
|                | which may be    | 
|                | unconditionally | 
|                | allotted or     | 
|                | issued and      | 
|                | fully paid (or  | 
|                | credited as     | 
|                | fully paid) on  | 
|                | or prior to the | 
|                | date on which   | 
|                | the Offer       | 
|                | closes (or,     | 
|                | subject to the  | 
|                | Code, such      | 
|                | earlier date or | 
|                | dates as        | 
|                | Emerson may     | 
|                | decide), but    | 
|                | excluding any   | 
|                | shares held as  | 
|                | treasury shares | 
|                | or which become | 
|                | held in         | 
|                | treasury;       | 
+----------------+-----------------+ 
| "Closing       | the             | 
| Price"         | closing         | 
|                | middle          | 
|                | market          | 
|                | price           | 
|                | of a            | 
|                | Chloride        | 
|                | Share as        | 
|                | derived         | 
|                | from            | 
|                | SEDOL;          | 
+----------------+-----------------+ 
| "Code"         | The             | 
|                | City            | 
|                | Code            | 
|                | on              | 
|                | Takeovers       | 
|                | and             | 
|                | Mergers;        | 
+----------------+-----------------+ 
| "Companies     | the             | 
| Act"           | Companies       | 
|                | Act 2006        | 
|                | (as             | 
|                | amended);       | 
+----------------+-----------------+ 
| "Conditions"   | the             | 
|                | conditions      | 
|                | to the          | 
|                | Offer set       | 
|                | out in          | 
|                | Appendix I      | 
|                | to this         | 
|                | announcement;   | 
+----------------+-----------------+ 
| "EFTA"         | the             | 
|                | European        | 
|                | Free            | 
|                | Trade           | 
|                | Association;    | 
+----------------+-----------------+ 
| "Emerson"      | Emerson         | 
|                | Electric        | 
|                | Co., a          | 
|                | company         | 
|                | incorporated    | 
|                | in Missouri,    | 
|                | United          | 
|                | States and      | 
|                | whose           | 
|                | principal       | 
|                | executive       | 
|                | office is at    | 
|                | 8000 W.         | 
|                | Florissant      | 
|                | Avenue, P.O.    | 
|                | Box 4100,       | 
|                | St. Louis,      | 
|                | Missouri,       | 
|                | United          | 
|                | States          | 
|                | 63136-8506;     | 
+----------------+-----------------+ 
| "Emerson       | Emerson,        | 
| Group"         | together        | 
|                | with its        | 
|                | subsidiaries    | 
|                | and             | 
|                | subsidiary      | 
|                | undertakings    | 
|                | from time to    | 
|                | time;           | 
+----------------+-----------------+ 
| "Employee      | the             | 
| Benefit        | Chloride        | 
| Trust"         | Group           | 
|                | Employee        | 
|                | Benefit         | 
|                | Trust           | 
|                | dated 24        | 
|                | June            | 
|                | 1997            | 
|                | made            | 
|                | between         | 
|                | Chloride        | 
|                | Group           | 
|                | Public          | 
|                | Limited         | 
|                | Company         | 
|                | and             | 
|                | Mourant         | 
|                | & Co            | 
|                | Trustees        | 
|                | Limited;        | 
+----------------+-----------------+ 
| "Enlarged      | the             | 
| Group"         | combined        | 
|                | Emerson         | 
|                | Group           | 
|                | and             | 
|                | Chloride        | 
|                | Group           | 
|                | from the        | 
|                | date on         | 
|                | which           | 
|                | the             | 
|                | Offer           | 
|                | becomes         | 
|                | or is           | 
|                | declared        | 
|                | wholly          | 
|                | unconditional;  | 
+----------------+-----------------+ 
| "EU"         | the             | 
| or             | European        | 
| "European     | Union           | 
| Union"        | first           | 
|                | established     | 
|                | by the          | 
|                | treaty made     | 
|                | at              | 
|                | Maastricht      | 
|                | on 7            | 
|                | February        | 
|                | 1992;           | 
+----------------+-----------------+ 
| "Financial     | the UK          | 
| Services       | Financial       | 
| Authority"     | Services        | 
|                | Authority;      | 
+----------------+-----------------+ 
| "Form          | the             | 
| of             | form            | 
| Acceptance"    | of              | 
|                | acceptance      | 
|                | and             | 
|                | authority       | 
|                | relating        | 
|                | to the          | 
|                | Offer           | 
|                | which will      | 
|                | accompany       | 
|                | the Offer       | 
|                | Document        | 
|                | when            | 
|                | issued;         | 
+----------------+-----------------+ 
| "Greenhill"    | Greenhill       | 
|                | & Co.           | 
|                | International   | 
|                | LLP;            | 
+----------------+-----------------+ 
| "J.P.          | J.P.            | 
| Morgan         | Morgan          | 
| Cazenove"      | plc,            | 
|                | which           | 
|                | conducts        | 
|                | its UK          | 
|                | investment      | 
|                | banking         | 
|                | business        | 
|                | as J.P.         | 
|                | Morgan          | 
|                | Cazenove;       | 
+----------------+-----------------+ 
| "Listing       | the             | 
| Rules"         | rules           | 
|                | and             | 
|                | regulations     | 
|                | made by the     | 
|                | Financial       | 
|                | Services        | 

 
 
|                | Authority       | 
|                | acting in       | 
|                | its             | 
|                | capacity as     | 
|                | UK Listing      | 
|                | Authority       | 
|                | under the       | 
|                | Financial       | 
|                | Services        | 
|                | and Markets     | 
|                | Act 2000,       | 
|                | as amended      | 
|                | from time       | 
|                | to time,        | 
|                | and             | 
|                | contained       | 
|                | in the UK       | 
|                | Listing         | 
|                | Authority's     | 
|                | publication     | 
|                | of the same     | 
|                | name;           | 
+----------------+-----------------+ 
| "London        | London          | 
| Stock          | Stock           | 
| Exchange"      | Exchange        | 
|                | plc or          | 
|                | its             | 
|                | successor(s);   | 
+----------------+-----------------+ 
| "Offer"        | the             | 
|                | cash            | 
|                | offer           | 
|                | to be           | 
|                | made            | 
|                | by the          | 
|                | Offeror,        | 
|                | a wholly        | 
|                | owned           | 
|                | subsidiary      | 
|                | of              | 
|                | Emerson,        | 
|                | to acquire      | 
|                | all the         | 
|                | Chloride        | 
|                | Shares          | 
|                | (other          | 
|                | than any        | 
|                | Chloride        | 
|                | Shares          | 
|                | held by         | 
|                | the             | 
|                | Offeror)        | 
|                | set out in      | 
|                | this            | 
|                | announcement    | 
|                | and subject     | 
|                | to the terms    | 
|                | and             | 
|                | conditions      | 
|                | to be set       | 
|                | out in the      | 
|                | Offer           | 
|                | Documentation   | 
|                | and, where      | 
|                | the context     | 
|                | so requires,    | 
|                | any             | 
|                | subsequent      | 
|                | revision,       | 
|                | variation,      | 
|                | extension or    | 
|                | renewal         | 
|                | thereof;        | 
+----------------+-----------------+ 
| "Offer         | the             | 
| Document"      | document        | 
|                | to be           | 
|                | sent to         | 
|                | Chloride        | 
|                | Shareholders    | 
|                | following       | 
|                | the date of     | 
|                | this            | 
|                | announcement    | 
|                | containing,     | 
|                | inter alia,     | 
|                | the terms       | 
|                | and             | 
|                | conditions      | 
|                | of the Offer    | 
|                | and certain     | 
|                | information     | 
|                | about           | 
|                | Emerson, the    | 
|                | Offeror and     | 
|                | the Emerson     | 
|                | Group;          | 
+----------------+-----------------+ 
| "Offer         | the             | 
| Documentation" | Offer           | 
|                | Document        | 
|                | and the         | 
|                | accompanying    | 
|                | Forms of        | 
|                | Acceptance      | 
|                | to be sent      | 
|                | to Chloride     | 
|                | Shareholders    | 
|                | following       | 
|                | the date of     | 
|                | this            | 
|                | announcement;   | 
+----------------+-----------------+ 
| "Offeror"      | Rutherfurd      | 
|                | Acquisitions    | 
|                | Limited, a      | 
|                | company         | 
|                | incorporated    | 
|                | in England      | 
|                | and Wales       | 
|                | with            | 
|                | registration    | 
|                | number          | 
|                | 7273198 and     | 
|                | having its      | 
|                | registered      | 
|                | office at       | 
|                | 2nd Floor,      | 
|                | Accurist        | 
|                | House, 44       | 
|                | Baker           | 
|                | Street,         | 
|                | London W1U      | 
|                | 7AL;            | 
+----------------+-----------------+ 
| "Offer         | the             | 
| Period"        | period          | 
|                | commencing      | 
|                | on (and         | 
|                | including)      | 
|                | 26 April        | 
|                | 2010 and        | 
|                | ending on       | 
|                | the date        | 
|                | on which        | 
|                | the Offer       | 
|                | becomes or      | 
|                | is              | 
|                | declared        | 
|                | wholly          | 
|                | unconditional   | 
|                | as to           | 
|                | acceptances     | 
|                | or lapses;      | 
+----------------+-----------------+ 
| "Offer         | 375             | 
| Price"         | pence           | 
|                | per             | 
|                | Chloride        | 
|                | Share;          | 
+----------------+-----------------+ 
| "Official      | the             | 
| List"          | Official        | 
|                | List of         | 
|                | the UK          | 
|                | Listing         | 
|                | Authority;      | 
+----------------+-----------------+ 
| "Overseas      | Chloride        | 
| Shareholders"  | Shareholders    | 
|                | who are         | 
|                | citizens,       | 
|                | residents or    | 
|                | nationals of    | 
|                | jurisdictions   | 
|                | outside the     | 
|                | United          | 
|                | Kingdom;        | 
+----------------+-----------------+ 
| "Panel"        | The             | 
|                | Panel           | 
|                | on              | 
|                | Takeovers       | 
|                | and             | 
|                | Mergers;        | 
+----------------+-----------------+ 
| "Pounds",      | the             | 
| "pence"        | lawful          | 
| or "GBP"       | currency        | 
|                | of the          | 
|                | United          | 
|                | Kingdom;        | 
+----------------+-----------------+ 
| "Regulatory    | any of          | 
| Information    | the             | 
| Service"       | information     | 
|                | services        | 
|                | set out in      | 
|                | Appendix 3      | 
|                | to the          | 
|                | Listing         | 
|                | Rules;          | 
+----------------+-----------------+ 
| "Restricted    | includes        | 
| Jurisdiction"  | Canada,         | 
|                | Australia,      | 
|                | Japan and       | 
|                | any other       | 
|                | jurisdiction    | 
|                | where the       | 
|                | relevant        | 
|                | action would    | 
|                | constitute a    | 
|                | violation of    | 
|                | the relevant    | 
|                | laws and        | 
|                | regulations     | 
|                | of such         | 
|                | jurisdiction    | 
|                | or would        | 
|                | result in a     | 
|                | requirement     | 
|                | to comply       | 
|                | with any        | 
|                | governmental    | 
|                | or other        | 
|                | consent or      | 
|                | any             | 
|                | registration,   | 
|                | filing or       | 
|                | other           | 
|                | formality       | 
|                | which the       | 
|                | Offeror         | 
|                | regards as      | 
|                | unduly          | 
|                | onerous;        | 
+----------------+-----------------+ 
| "Restricted    | any             | 
| Overseas       | person          | 
| Person"        | (including      | 
|                | an              | 
|                | individual,     | 
|                | partnership,    | 
|                | unincorporated  | 
|                | syndicate,      | 
|                | limited         | 
|                | liability       | 
|                | company,        | 
|                | unincorporated  | 
|                | organisation,   | 
|                | trust,          | 
|                | trustee,        | 
|                | executor,       | 
|                | administrator   | 
|                | or other legal  | 
|                | representative) | 
|                | in, or resident | 
|                | in, or any      | 
|                | person whom the | 

 
 
|                | Offeror         | 
|                | believes to be  | 
|                | in, or resident | 
|                | in, any         | 
|                | Restricted      | 
|                | Jurisdiction;   | 
+----------------+-----------------+ 
| "Scheme"       | a               | 
|                | scheme          | 
|                | of              | 
|                | arrangement     | 
|                | under Part      | 
|                | 26 of the       | 
|                | Companies       | 
|                | Act between     | 
|                | Chloride        | 
|                | and the         | 
|                | Chloride        | 
|                | Shareholders    | 
|                | (should         | 
|                | Emerson         | 
|                | elect to        | 
|                | make the        | 
|                | Offer by way    | 
|                | of a scheme     | 
|                | of              | 
|                | arrangement     | 
|                | (as that        | 
|                | term is         | 
|                | defined in      | 
|                | the             | 
|                | Companies       | 
|                | Act));          | 
+----------------+-----------------+ 
| "SEC"          | United          | 
|                | States          | 
|                | Securities      | 
|                | and             | 
|                | Exchange        | 
|                | Commission;     | 
+----------------+-----------------+ 
| "SEDOL"        | the             | 
|                | London          | 
|                | Stock           | 
|                | Exchange        | 
|                | Daily           | 
|                | Official        | 
|                | List;           | 
+----------------+-----------------+ 
| "UK"           | the             | 
| or             | United          | 
| "United        | Kingdom         | 
| Kingdom"       | of              | 
|                | Great           | 
|                | Britain         | 
|                | and             | 
|                | Northern        | 
|                | Ireland;        | 
+----------------+-----------------+ 
| "UK            | the             | 
| Listing        | Financial       | 
| Authority"     | Services        | 
|                | Authority       | 
|                | acting in       | 
|                | its             | 
|                | capacity        | 
|                | as the          | 
|                | competent       | 
|                | authority       | 
|                | for             | 
|                | listing         | 
|                | in the          | 
|                | United          | 
|                | Kingdom         | 
|                | for the         | 
|                | purposes        | 
|                | of Part         | 
|                | VI of the       | 
|                | Financial       | 
|                | Services        | 
|                | and             | 
|                | Markets         | 
|                | Act 2000;       | 
+----------------+-----------------+ 
| "United        | the             | 
| States"        | United          | 
| or "US"        | States          | 
| or             | of              | 
| "USA"          | America,        | 
|                | its             | 
|                | territories     | 
|                | and             | 
|                | possessions,    | 
|                | any state of    | 
|                | the United      | 
|                | States of       | 
|                | America, the    | 
|                | District of     | 
|                | Columbia and    | 
|                | all other       | 
|                | areas           | 
|                | subject to      | 
|                | its             | 
|                | jurisdiction;   | 
+----------------+-----------------+ 
| "UPS"          | uninterruptible | 
|                | power supply;   | 
+----------------+-----------------+ 
| "US            | the             | 
| Exchange       | United          | 
| Act"           | States          | 
|                | Securities      | 
|                | and             | 
|                | Exchange        | 
|                | Act of          | 
|                | 1934 (as        | 
|                | amended)        | 
|                | and the         | 
|                | rules and       | 
|                | regulations     | 
|                | promulgated     | 
|                | thereunder;     | 
+----------------+-----------------+ 
| "US            | generally       | 
| GAAP"          | accepted        | 
|                | accounting      | 
|                | principles      | 
|                | in the          | 
|                | United          | 
|                | States;         | 
|                | and             | 
+----------------+-----------------+ 
| "US$",       | the             | 
| "US           | lawful          | 
| dollars"      | currency        | 
| or "$"       | of the          | 
|                | United          | 
|                | States.         | 
+----------------+-----------------+ 
CE100990006 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
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