Sale to FLIR Systems, Inc

 

TIDMRAY 
 
RNS Number : 9980L 
Raymarine PLC 
14 May 2010 
 

                            REGULATORY ANNOUNCEMENT 
                Raymarine plc (in administration) (the "Company") 
            The business of Raymarine Plc sold to FLIR Systems, Inc. 
 
  ·     Sale secures the future of global leader in leisure marine electronics 
                                     market 
            ·     Business as usual for all customers and suppliers 
        ·     Surplus funds to be returned to shareholders in due course 
 
May 14, 2010 - Raymarine plc (the "Company"), a global leader in the supply of 
electronic products to the leisure marine market, has today reached agreement to 
sell its shares in Raymarine Holdings Limited to a subsidiary of FLIR Systems, 
Inc. ("FLIR") a world leader in thermal imaging products.  The sale represents 
the entire business operations of Raymarine and its subsidiaries. 
 
On 29 April 2010, following an extensive M&A process, the Company's directors 
announced to shareholders that they were in advanced discussions with a third 
party regarding the sale of Raymarine Holdings Limited.  It was envisaged that 
this transaction, once completed and following repayment of the group's bank 
borrowings and other creditors, would result in approximately 17.5 pence per 
share for the Company's shareholders. 
 
The Board of Raymarine was unable to complete a solvent sale of the company and 
it was placed into Administration earlier today.  Chad Griffin and Simon Granger 
of FTI Consulting were appointed as Joint Administrators.  No other subsidiary 
in the Raymarine group was placed into Administration.  Shortly following the 
Administration, the successful sale to FLIR was transacted.  Based on current 
information this transaction would equate to a return to shareholders of 
approximately 20 pence per share before costs and any creditor claims.  However, 
the Administrators will not be able to confirm the precise amount until they 
have advertised for creditor claims. 
 
The sale of the business follows a thorough M&A process by the Company and a 
series of discussions with various interested parties.  The Administrators 
concluded that the sale to FLIR provided the best available outcome for 
employees, shareholders and creditors. 
 
The transaction ensures business as usual for all customers and suppliers of the 
Raymarine Group. 
 
Earl Lewis, Chairman, Chief Executive Officer and President of FLIR Systems, 
Inc. commented: 
 
"We are pleased to announce this strategically compelling transaction. 
Raymarine is a leading  brand in the industry and has an outstanding reputation 
for high quality marine electronics equipment.  When fully integrated, we expect 
to have a significant marine electronics business as part of our Commercial 
Systems business.  I welcome Raymarine's employees to FLIR." 
 
Application has been made for the listing of, and trading in, the shares of 
Raymarine Plc on the London Stock Exchange to be cancelled and shareholders will 
be contacted in due course in relation to their position. 
 
Further information for shareholders relating to the Administration will shortly 
be made available on www.raymarine.com. 
About FLIR Systems 
FLIR Systems, Inc. is a world leader in the design, manufacture, and marketing 
of thermal imaging and stabilized camera systems for a wide variety of 
thermography and imaging applications including condition monitoring, research 
and development, manufacturing process control, airborne observation and 
broadcast, search and rescue, drug interdiction, surveillance and 
reconnaissance, navigation safety, border and maritime patrol, environmental 
monitoring and ground-based security. Visit the Company's web site 
at www.flir.com. 
About FTI Consulting 
FTI Consulting, Inc. is a global business advisory firm dedicated to helping 
organizations protect and enhance enterprise value in an increasingly complex 
legal, regulatory and economic environment. With more than 3,400 employees 
located in most major business centers in the world, we work closely with 
clients every day to anticipate, illuminate, and overcome complex business 
challenges in areas such as investigations, litigation, mergers and 
acquisitions, regulatory issues, reputation management and restructuring. More 
information can be found at www.fticonsulting.co.uk. 
 
The affairs, business and property of the Company are being managed by the Joint 
Administrators. The Joint Administrators act as agents of the Company and 
without personal liability 
 
The Association of Chartered Certified Accountants authorises S Granger and the 
Institute of Chartered Accountants in England and Wales authorises C Griffin to 
act as Insolvency Practitioners under section 390(2)(a) of the Insolvency Act 
1986 
 
 
14 May 2010 
 
ENQUIRIES 
FOR FURTHER INFORMATION:                             FOR FLIR SYSTEMS, INC: 
Fergus Wheeler 
Ginny Pulbrook 
[phone]                                                       +44 
(0) 20 7 282 2945 [e-mail]@citigatedr.co.uk 
 
Dealing Disclosure Requirements 
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]. 
Rule 19.11 disclosure 
In accordance with Rule 19.11 of the Code, a copy of this announcement will be 
published on the Raymarine website: www.Raymarine.com. 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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