Statement re irrevocable undertaking (0762W)

TIDMRWD

RNS Number : 0762W

Unternehmensgruppe Theo Müller

24 January 2012

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

24 January 2012

Recommended Cash Offer

by

Muller Dairy (U.K.) Limited, a wholly-owned subsidiary of Unternehmensgruppe Theo Muller S.e.c.s ("Muller")

for

Robert Wiseman Dairies PLC ("Wiseman")

Offer Update

On 16 January 2012, Muller and Wiseman announced that they had reached agreement on the terms of a recommended cash offer to be made by Muller Dairy (U.K.) Limited ("Muller Dairy (UK)") for the entire issued and to be issued ordinary share capital of Wiseman (the "Offer").

Muller Dairy (UK) has now received an irrevocable undertaking to accept the Offer from First Milk Limited in respect of 7,162,026 Wiseman Shares which it holds, representing approximately 10.1 per cent. of the issued share capital of Wiseman as at the date of this announcement. This irrevocable undertaking replaces the letter of intent previously given by First Milk Limited (1).

General

Defined terms used in this announcement have the same meaning as set out in the Offer Document dated 16 January 2012.

A copy of this announcement will be available at www.muellergroup.com.

The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Enquiries

 
 Muller                           Tel: [phone] 
 Heiner Kamps 
 Alexander Truhlar 
 
 Rothschild (Financial Adviser)   Tel: [phone] 
 Alex Masters 
 Rupert Howard 
 
 FTI (Public Relations) 
 Jonathan Brill (London)          Tel: [phone] 
 Ivo Lingau (Frankfurt)           Tel: [phone] 
 

Note

(1) The irrevocable undertaking will remain binding in the event of a competing offer being made by a third party unless such competing offer is for not less than 430 pence per share (or in the case of an offer involving non-cash consideration, where the offer is valued at not less than 430 pence per share) and such competing offer has been announced as a firm intention to make an offer in accordance with Rule 2.7 of the Code. The irrevocable undertaking will cease to be binding in the event that the Offer closes, lapses or is otherwise withdrawn.

Further Information

This announcement is not intended to and does not constitute, or form part of, any offer to sell or subscribe for or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise, nor shall there be any sale, issuance or transfer of securities of Wiseman in any jurisdiction in contravention of applicable law.

Any acceptance or other response to the Offer should only be made on the basis of information contained in the Offer Document (which will contain the full terms and conditions of the Offer) and, in the case of Wiseman Shares held in certificated form, the Form of Acceptance. Wiseman Shareholders are advised to read the formal documentation in relation to the Offer carefully in its entirety before making a decision with respect to the Offer.

N M Rothschild & Sons Limited ("Rothschild"), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Muller and Muller Dairy (UK) and no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Muller and Muller Dairy (UK) for providing the protections afforded to its clients or for providing advice in connection with the Offer or any other matters referred to herein.

Overseas jurisdictions

The availability of the Offer in, and the release, publication or distribution of this announcement in or into, jurisdictions other than the United Kingdom may be restricted by law. In particular, the Offer will not be made directly or indirectly into any Restricted Jurisdiction. Therefore persons into whose possession this announcement comes who are not resident in the United Kingdom should inform themselves about, and observe, any applicable restrictions. Wiseman Shareholders who are in any doubt regarding such matters should consult an appropriate independent adviser in the relevant jurisdiction without delay. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction.

The Offer will not be made, directly or indirectly, in or into, or by the use of the mails or any means of instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange of any Restricted Jurisdiction and will not be capable of acceptance by any such use, means, instrumentality or facility or from or within any Restricted Jurisdiction. Accordingly, except as required by applicable law, copies of this announcement are not being, and may not be, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction. Persons receiving this announcement (including without limitation nominees, trustees or custodians) must not forward, distribute or send it into any Restricted Jurisdiction.

This announcement has been prepared for the purposes of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

This information is provided by RNS

The company news service from the London Stock Exchange

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