RNS Number : 0262D
Trumpf GmbH and Co KG
09 September 2008
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO
THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
9 September 2008
Recommended cash offer
for
SPI Lasers plc ("SPI Lasers")
by
TRUMPF International Beteiligungs-GmbH ("TRUMPF International")
(a wholly owned subsidiary of TRUMPF GmbH + Co. KG ("TRUMPF"))
Summary
* The boards of TRUMPF and SPI Lasers are pleased to announce that they have reached agreement on the terms of a recommended cash
offer for SPI Lasers to be made by TRUMPF International (a wholly owned subsidiary of TRUMPF) at a price of 40 pence in cash for each SPI
Lasers Share, valuing the entire issued and to be issued share capital of SPI Lasers at approximately �27.8 million (assuming the exercise
of all outstanding options and awards under the SPI Lasers Share Schemes which have an exercise price equivalent to or less than the Offer
Price per SPI Lasers Share and the maximum permitted conversion of the Convertible Loan Note).
* The Offer Price represents a premium of approximately 33 per cent. to the Closing Price per SPI Lasers Share on 8 September 2008,
being the last Business Day prior to this Announcement, and a premium of approximately 29 per cent. to the average Closing Price of 31 pence
per SPI Lasers Share for the six month period prior to the date of this Announcement.
* The SPI Lasers Board, which has been so advised by Arma Partners, considers the terms of the Offer to be fair and reasonable.
Panmure Gordon is acting as joint financial adviser, NOMAD and broker to SPI Lasers. In providing their advice, Arma Partners and Panmure
Gordon have taken into account the commercial assessments of the directors of SPI Lasers. Accordingly, the SPI Lasers Board intends
unanimously to recommend that SPI Lasers Shareholders accept the Offer, as the SPI Lasers Directors have themselves irrevocably undertaken
to do in respect of their own beneficial holdings totalling, in aggregate, 709,669 SPI Lasers Shares, representing approximately 1.1 per
cent. of SPI Lasers' existing issued share capital.
* TRUMPF International has received irrevocable undertakings to accept, or procure the acceptance of, the Offer from certain
institutional shareholders in respect of a total of 35,348,446 SPI Lasers Shares, representing approximately 56.4 per cent. of SPI Lasers'
existing issued share capital.
* In addition, TRUMPF International has received a non-binding letter of intent to accept, or procure the acceptance of, the Offer
from an institutional shareholder in respect of 6,309,835 SPI Lasers Shares representing approximately 10.1 per cent. of SPI Lasers'
existing issued share capital.
* Accordingly, TRUMPF International has received, in aggregate, irrevocable undertakings or non-binding letters of intent to accept,
or procure the acceptance of, the Offer in respect of 42,367,950 SPI Lasers Shares representing approximately 67.6 per cent. of SPI Lasers'
existing issued share capital.
* TRUMPF is one of the world's leading companies in production technology offering high-quality laser-based products and solutions
for materials processing applications based upon a range of different types of laser sources. For the year ended 30 June 2007, TRUMPF
reported revenues of EUR1.94 billion, employing 7,258 people at the same date. On a preliminary, unaudited basis TRUMPF's revenues totalled
approximately EUR2.14 billion for the year ended 30 June 2008 and it employed over 8,000 people at the same date.
* SPI Lasers is a leading designer and manufacturer of optical fiber-based lasers for use in materials processing applications in a
wide range of industries. Founded in 2000, and admitted to AIM on 26 October 2005, the business is headquartered in Southampton, United
Kingdom.
* TRUMPF intends to accelerate the growth of SPI Lasers, which would become a base for further development of its business in the
field of fiber lasers. SPI Lasers' strong existing sales and marketing channels will be a good addition to TRUMPF's worldwide distribution
network, enabling both SPI Lasers and TRUMPF to achieve broader and deeper penetration of industrial laser markets in the future. TRUMPF's
intention is that SPI Lasers retains and further develops its existing facility in Southampton as a centre for excellence in fiber lasers.
* Commenting on today's announcement, Mr. Peter Leibinger, Vice-Chairman of the Managing Board and Head of the Laser Technology and
Electronics Division of TRUMPF said: "I firmly believe that both SPI Lasers and TRUMPF will benefit from this proposed transaction. While
the overall market for industrial lasers is expected to grow further in the future, particular growth is expected in the lower power range,
an area in which SPI Lasers' products have already established a strong market presence. The broad product portfolio of SPI Lasers in the
fiber laser segment would complement TRUMPF's existing product and technology platforms and create a stronger combined industrial laser
offering".
* Commenting on the Offer, Dr. David Parker, Chief Executive Officer of SPI Lasers said: "We are delighted by this Announcement.
Whilst we are proud of our achievements to date, there is no doubt that with the support of the TRUMPF organisation we can take the business
to a higher level and be a major player in this exciting sector. We see many opportunities to leverage our world class technology position
into new products and markets and look forward to working within the TRUMPF group to achieve this".
* Graham Meek, Non-Executive Chairman of SPI Lasers added: "SPI Lasers has considered TRUMPF's proposal against the background of
the strong technological and commercial progress made by SPI Lasers. However, the current situation is characterised by challenging market
conditions and intensifying competition from large, well-capitalised players. The SPI Lasers Board believes the Offer delivers attractive
value and certainty to SPI Lasers Shareholders. Moreover, SPI Lasers will be in a stronger position to develop its business under TRUMPF's
ownership. Consequently, the board is unanimously recommending the Offer not only to shareholders but also to SPI Lasers' wider stakeholder
community".
* Baird is acting as financial adviser to TRUMPF and TRUMPF International. Arma Partners is acting as joint financial adviser and
Rule 3 adviser to SPI Lasers. Panmure Gordon is acting as joint financial adviser, NOMAD and broker to SPI Lasers.
This summary should be read in conjunction with the accompanying full text of the following Announcement (including the appendices)
which sets out further details of the Offer and which forms an integral part of this Announcement.
Appendix I sets out the conditions of the Offer. Appendix II contains source notes relating to certain information contained in this
Announcement. Appendix III contains certain details relating to the irrevocable undertakings and letter of intent given by the SPI Lasers
Directors and SPI Lasers Shareholders. Certain terms used in this Announcement are defined in Appendix IV to this Announcement.
Enquiries:
TRUMPF Tel: +49 (0) 7156 303 30992
Ingo Schnaitmann, Head of Press and Public
Relations
Baird (financial adviser to TRUMPF and TRUMPF Tel: +44 (0) 20 7488 1212
International)
Nicholas Sealy
Nicholas Cardoza
SPI Lasers Tel: +44 (0) 1489 779 689
Graham Meek, Non-Executive Chairman
Dr. David Parker, CEO
David Holloway, CFO
Arma Partners (Rule 3 financial adviser to SPI Tel: +44 (0) 20 7290 8100
Lasers)
David Sola
Chris Lewis
Panmure Gordon (financial adviser, NOMAD and Tel: +44 (0) 20 7459 3600
broker to SPI Lasers)
Dominic Morley
Rakesh Sharma
The above summary should be read in conjunction with, and is subject to, the full text of this Announcement. Terms used in the summary
have the meaning given to them in Appendix IV to this Announcement.
This Announcement is not intended to and does not constitute, or form any part of, an offer to sell or the solicitation of an offer to
subscribe for or buy any securities, nor shall there be any sale, issue or transfer of the securities referred to in this Announcement in or
into any jurisdiction in contravention of any applicable law. The Offer will be made solely by means of the Offer Document and, in the case
of certificated SPI Lasers Shares, the Form of Acceptance accompanying the Offer Document.
Any acceptance or other response to the Offer should be made only on the basis of information contained in or referred to in the Offer
Document which TRUMPF International intends to despatch as soon as is reasonably practicable to SPI Lasers Shareholders and, for information
only, to participants in the SPI Lasers Share Schemes and the Convertible Loan Note holder.
The TRUMPF Directors and the TRUMPF International Directors accept responsibility for the information contained in the above summary and
this Announcement other than information relating to the SPI Lasers Group, the SPI Lasers Directors and their immediate families, related
trusts and controlled companies. To the best of the knowledge and belief of the TRUMPF Directors and the TRUMPF International Directors (who
have taken all reasonable care to ensure that such is the case), the information contained in this summary and the attached Announcement for
which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such
information.
The SPI Lasers Directors accept responsibility for the information in the above summary and this Announcement relating to them and their
immediate families, related trusts and controlled companies and the SPI Lasers Group. To the best of the knowledge and belief of the SPI
Lasers Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this summary and the
attached Announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the
import of such information.
Baird, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for TRUMPF and
TRUMPF International and no-one else in connection with the Offer and will not be responsible to anyone other than TRUMPF and TRUMPF
International for providing the protections afforded to clients of Baird nor for providing advice in relation to the Offer, the content of
this Announcement, or any transaction, arrangement or matter referenced herein.
Arma Partners, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for
SPI Lasers and no-one else in connection with the Offer and will not be responsible to anyone other than SPI Lasers for providing the
protections afforded to clients of Arma Partners nor for providing advice in relation to the Offer, the content of this Announcement, or any
transaction, arrangement or matter referenced herein.
Panmure Gordon, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for
SPI Lasers and no-one else in connection with the Offer and will not be responsible to anyone other than SPI Lasers for providing the
protections afforded to clients of Panmure Gordon nor for providing advice in relation to the Offer, the content of this Announcement, or
any transaction, arrangement or matter referenced herein.
The Offer will be subject to the applicable rules and regulations of the Financial Services Authority, the London Stock Exchange and the
City Code.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, "interested" (directly or indirectly) in 1 per cent. or more
of any class of "relevant securities" of SPI Lasers, all "dealings" in any "relevant securities" of SPI Lasers (including by means of an
option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 p.m.
(London time) on the Business Day following the date of the relevant transaction. This requirement will continue until the date on which the
Offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise
ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in
"relevant securities" of SPI Lasers, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of SPI Lasers by TRUMPF, TRUMPF International or
SPI Lasers, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the Business Day
following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of
such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in
the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of
securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks above are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to
whether or not you are required to disclose a "dealing" under Rule 8 of the Code, you should consult the Panel.
If you are in any doubt as to the application of Rule 8 to you, please contact an independent financial adviser authorised under the
Financial Services and Markets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel on telephone number
+44 (0) 20 7638 0129; fax +44 (0) 20 7236 7013.
Overseas Jurisdictions
The availability of the Offer to SPI Lasers Shareholders who are not resident in or citizens of the United Kingdom may be affected by
the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in or not
citizens of the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their
jurisdictions. Further details in relation to overseas shareholders will be contained in the Offer Document.
The release, publication or distribution of this Announcement in jurisdictions other than in the United Kingdom may be restricted by
law, and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about,
and observe, any applicable requirements. Any failure to comply with the applicable requirements may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies involved in the proposed Offer
disclaim any responsibility or liability for the violation of such requirements by any person. This Announcement has been prepared for the
purposes of complying with English law, the City Code, the Listing Rules and the AIM Rules and information disclosed herein may not be the
same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of any jurisdiction outside
the United Kingdom.
Copies of this Announcement and formal documentation relating to the Offer will not be and must not be mailed or otherwise forwarded,
distributed or sent in, into or from any jurisdiction where to do so would violate the laws of that jurisdiction.
The release, publication or distribution of this Announcement into the United States is for the sole purpose of communicating the Offer
to those shareholders of SPI Lasers resident in the United States. The Offer has not been and will not be approved or disapproved by the US
Securities and Exchange Commission, any state securities commission in the United States or any other United States regulatory authority,
nor have any of the foregoing authorities passed on the merits of the Offer or the accuracy or adequacy of this Announcement or the formal
documentation relating to the Offer. Any representation to the contrary is a criminal offence in the United States.
Forward looking Statements
This Announcement contains statements about TRUMPF, TRUMPF International and SPI Lasers that are or may be forward looking statements.
All statements other than statements of historical facts included in this Announcement may be forward looking statements. Forward looking
statements often use words such as "target", "plan", "believe", "expect", "aim", "intend", "will", "should", "could", "would", "may",
"consider", "anticipate", "estimate", "synergy", "cost saving", "project", "goal" or "strategy" or words or terms of similar substance or
the negative thereof. Forward looking statements include statements relating to the following: (i) the expected timetable for implementing
the Offer, future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition,
losses and future prospects of TRUMPF, TRUMPF International or SPI Lasers; (ii) business and management strategies and the expansion and
growth of TRUMPF's, TRUMPF International's or SPI Lasers' operations and potential synergies resulting from the acquisition of SPI Lasers by TRUMPF International; and (iii) the effects of government
regulation on TRUMPF's, TRUMPF International's or SPI Lasers' business.
These forward looking statements are not guarantees of future performance. They have not been reviewed by the auditors of TRUMPF, TRUMPF
International or SPI Lasers. These forward looking statements involve known and unknown risks, uncertainties and other factors which may
cause them to differ from the actual results, performance or achievements expressed or implied by such forward looking statements. These
forward looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the
environment in which each will operate in the future. Investors are cautioned not to place undue reliance on the forward looking statements,
which speak only as at the date they were made.
All subsequent written and oral forward looking statements attributable to TRUMPF, TRUMPF International or SPI Lasers or persons acting
on behalf of either of them are expressly qualified in their entirety by the cautionary statements above. All forward looking statements
included in this Announcement are based on information available to the relevant parties on the date hereof. Investors should not place
undue reliance on such forward looking statements and neither TRUMPF, TRUMPF International nor SPI Lasers, nor their directors intends, or
undertakes, any obligation to update or revise any information contained in this Announcement, except as is required by the Code or pursuant
to applicable law.
SPI Lasers Shares in issue
In accordance with Rule 2.10 of the Code, SPI Lasers confirms that it has 62,695,279 ordinary shares of 2.5 pence each in issue and
admitted to trading on AIM under the UK ISIN code GB00B0LL6G95.
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO
THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
9 September 2008
Recommended cash offer
for
SPI Lasers plc ("SPI Lasers")
by
TRUMPF International Beteiligungs-GmbH ("TRUMPF International")
(a wholly owned subsidiary of TRUMPF GmbH + Co. KG ("TRUMPF"))
1. Introduction
The boards of TRUMPF and SPI Lasers are pleased to announce that they have reached agreement on the terms of a recommended cash offer
for SPI Lasers to be made by TRUMPF International (a wholly owned subsidiary of TRUMPF) at a price of 40 pence in cash for each SPI Lasers
Share, valuing the entire issued and to be issued share capital of SPI Lasers at approximately �27.8 million (assuming the exercise of all
outstanding options and awards under the SPI Lasers Share Schemes which have an exercise price equivalent to or less than the Offer Price
per SPI Lasers Share and the maximum permitted conversion of the Convertible Loan Note).
TRUMPF is one of the world's leading companies in production technology offering high-quality laser-based products and solutions for
materials processing applications based upon a range of different types of laser sources. For the year ended 30 June 2007, TRUMPF reported
revenues of EUR1.94 billion, employing 7,258 people at the same date. On a preliminary, unaudited basis TRUMPF's revenues totalled
approximately EUR2.14 billion for the year ended 30 June 2008 and it employed over 8,000 people at the same date.
SPI Lasers is a leading designer and manufacturer of optical fiber-based lasers for use in materials processing applications in a wide
range of industries. Headquartered in Southampton, United Kingdom, SPI Lasers has been operating since 2000 and was admitted to AIM on 26
October 2005. SPI Lasers sells its products globally, and has its major business operations, including research and development, and
manufacturing in the United Kingdom, with additional sales and customer support locations in Asia and North America.
For the financial year ended 31 December 2007, SPI Lasers reported revenues of approximately �13.0 million (2006: �7.1 million), a loss
before taxation of approximately �12.7 million (2006: �11.3 million) and had an average headcount of 183 employees (2006: 126). Net assets
as at 31 December 2007 were approximately �13.7 million (2006: �4.8 million).
2. The Offer
The Offer, which will be subject to the conditions set out in Appendix I to this Announcement and to be set out in the Offer Document
and (in the case of SPI Lasers Shareholders who hold their SPI Lasers Shares in certificated form) the Form of Acceptance, will be made on
the following basis:
for each SPI Lasers Share 40 pence in cash
The Offer, which is wholly in cash, values the entire issued and to be issued share capital of SPI Lasers at approximately �27.8 million
(assuming the exercise of all outstanding options and awards under the SPI Lasers Share Schemes which have an exercise price equivalent to
or less than the Offer Price per SPI Lasers Share and the maximum permitted conversion of the Convertible Loan Note). The Offer Price
represents a premium of approximately 33 per cent. to the Closing Price per SPI Lasers Share on 8 September 2008, being the last Business
Day prior to this Announcement, and a premium of approximately 29 per cent. to the average Closing Price of 31 pence per SPI Lasers Share
for the six month period prior to the date of this Announcement.
The Offer is conditional, inter alia, upon acceptance by SPI Lasers Shareholders who together own 90 per cent. of the SPI Lasers Shares
to which the Offer relates and not less than 90 per cent. of the voting rights carried by those SPI Lasers Shares. The conditions to the
Offer are set out in full in Appendix I to this Announcement.
The SPI Lasers Shares will be acquired by TRUMPF International fully paid up and free from all liens, equitable interests, charges,
encumbrances, rights of pre-emption, and other third party rights or interests of any nature whatsoever and together with all rights now or
hereafter attaching thereto, including the right to receive and retain all dividends and other distributions (if any), declared, made or
paid on or after the date on which the Offer is made.
3. Background to and Reasons for the Offer
While the market for industrial lasers is expected to grow further in the future, particular growth is expected from users of fiber
lasers in the lower power range, an area in which SPI Lasers' products are particularly strong. The combination of SPI Lasers' products,
world-class technology, engineering and manufacturing capabilities addressing the fiber laser market, along with TRUMPF's complementary
technology, operational excellence and strong financial resources, will enable TRUMPF to quickly establish a significant presence in the
rapidly growing fiber laser sector. With the addition of SPI Lasers' fiber laser portfolio, TRUMPF will offer the complete range of
industrial laser solutions to its customers.
Since 1 July 2007, TRUMPF has cooperated with JENOPTIK AG in the development of optical engines for fiber lasers through a joint
venture, JT Optical Engine GmbH + Co. KG ("JTOE") in which both companies hold a 50 per cent. stake. Subject to the Offer becoming wholly
unconditional, TRUMPF intends that SPI Lasers and JTOE will cooperate in the future development of fiber lasers. Under the agreement with
TRUMPF, JENOPTIK AG will be granted access to SPI Lasers' patents and know how.
4. Recommendation
The SPI Lasers Board, which has been so advised by Arma Partners, considers the terms of the Offer to be fair and reasonable. Panmure
Gordon is acting as joint financial adviser, NOMAD and broker to SPI Lasers. In providing their advice, Arma Partners and Panmure Gordon
have taken into account the commercial assessments of the SPI Lasers Directors. Arma Partners is acting as the independent financial adviser
to SPI Lasers for the purposes of providing independent advice to the SPI Lasers Directors on the Offer under Rule 3 of the City Code.
Accordingly, the SPI Lasers Board intends unanimously to recommend that SPI Lasers Shareholders accept the Offer, as the SPI Lasers
Directors have themselves irrevocably undertaken to do in respect of their own beneficial holdings totalling, in aggregate, 709,669 SPI
Lasers Shares, representing approximately 1.1 per cent. of SPI Lasers' existing issued share capital.
5. Background to and Reasons for the Recommendation of the Offer
Since its flotation on AIM in October 2005, SPI Lasers has made significant progress in positioning itself as a leading player in the
provision of optical fiber-based lasers for industrial, medical, and research applications. Revenue has grown from �3.5 million in 2005 to
�13.0 million in 2007, a compound annual growth rate of approximately 94 per cent. The market for fiber lasers has begun to mature such that
there is now a significant and growing adoption of the technology for a broad range of industrial and medical applications. In recent
months, strategic acquisitions and increased development expenditure in the fiber laser area by large multi-national laser manufacturers
have altered the competitive landscape. As a result, SPI Lasers can expect to face increasing and intensive competition from large and
well-capitalised players in its existing and developing markets. The SPI Lasers Directors believe that significant additional resources and
capacity are required in order to deliver materially greater value to SPI Lasers Shareholders. Accordingly, the SPI Lasers Directors have unanimously concluded that the Offer represents the best
available opportunity for SPI Lasers Shareholders to realise their investment in SPI Lasers.
In assessing the proposal from TRUMPF International, the SPI Lasers Directors have taken into account a number of factors, including:
* the price of 40 pence per SPI Lasers Share represents a premium of approximately 33 per cent. to the Closing Price of 30 pence per
SPI Lasers Share on 8 September 2008, being the last Business Day prior to the date of this Announcement;
* the price of 40 pence per SPI Lasers Share represents a premium of approximately 29 per cent. to the average Closing Price of 31
pence per SPI Lasers Share for the six month period prior to the date of this Announcement;
* the Offer represents an opportunity for SPI Lasers Shareholders to realise their entire investment in SPI Lasers at an attractive
cash price; and
* TRUMPF's plans for SPI Lasers as a wholly-owned subsidiary of TRUMPF International will provide the resources to accelerate the
strategic development and growth of the business for the benefit of all stakeholders.
6. Irrevocable Undertakings and Letter of Intent
TRUMPF International has received irrevocable undertakings from the following SPI Lasers Directors and their family interests:
Name No. of SPI Lasers Shares
Graham Meek 118,055
David Holloway 33,333
David Parker 358,645
David Payne 179,844
Peter Schultz 19,792
Such irrevocable undertakings represent, in aggregate, approximately 1.1 per cent. of SPI Lasers' existing issued share capital.
Furthermore each of David Holloway, David Parker and David Payne have agreed to accept the Offer in respect of any SPI Lasers Shares
which they may acquire pursuant to the exercise of any options under the SPI Lasers Share Schemes but excluding any options which they hold
pursuant to the UK Approved Scheme and the Sharesave Scheme. These schemes have been excluded so as not to compromise the tax relief
available under these schemes.
In addition to those irrevocable undertakings in respect of the SPI Lasers Directors and their family interests, TRUMPF International
has received irrevocable undertakings from certain SPI Lasers Shareholders to accept (or procure the acceptance of) the Offer in respect of
their beneficial holdings, representing, in aggregate, approximately 56.4 per cent. of SPI Lasers' existing issued share capital. These
undertakings will cease to be binding in the event of an offer for the entire issued and to be issued share capital of SPI Lasers by another
party that has a value, upon an announcement pursuant to Rule 2.5 of the Code, of not less than 46 pence per SPI Lasers Share.
In addition, TRUMPF International has received a letter of intent to accept the Offer in respect of 6,309,835 shares, representing 10.1
per cent. of SPI Lasers' existing issued share capital. This letter of intent can be withdrawn in the event of a higher competing offer by
another party.
Accordingly, TRUMPF International has received, in aggregate, irrevocable undertakings or non-binding letters of intent to accept, or
procure the acceptance of, the Offer in respect of 42,367,950 SPI Lasers Shares, representing approximately 67.6 per cent. of SPI Lasers'
existing issued share capital.
Further details of these irrevocable undertakings are set out in Appendix III to this Announcement.
7. Information on TRUMPF and TRUMPF International
TRUMPF (the parent company of TRUMPF International) is one of the world's leading companies in production technology. TRUMPF operates
three business divisions covering Machine tools/Power tools, Laser Technology/Electronics and Medical Technology and has more than 50
subsidiaries in over 26 countries worldwide. In the field of industrial lasers and laser systems, the company is a technology leader on the
world market. TRUMPF is a family owned company and for the year ended 30 June 2007, TRUMPF reported group revenue of EUR1.94 billion (2006:
EUR1.65 billion) and group operating profit of EUR271 million (2006: EUR211 million). TRUMPF had consolidated net assets of EUR648 million
(2006: EUR569 million) and employed 7,258 people as at 30 June 2007. On a preliminary, unaudited basis TRUMPF's revenues totalled
approximately EUR2.14 billion for the year ended 30 June 2008 and it employed over 8,000 people at the same date.
TRUMPF International, which is wholly owned by TRUMPF, was incorporated at the commercial register (Amtsgericht) Stuttgart, HRB 200753,
Germany on 30 January 1974. Its primary activity is as a holding company for the international activities of TRUMPF. It has an issued share
capital of EUR10 million. The directors of TRUMPF International are Dr. Nicola Leibinger-Kammr, Mr. Peter Leibinger, Dr. Mathias Kammr and
Mr. Harald Ver.
8. Information on SPI Lasers
SPI Lasers is a leading designer and manufacturer of optical fiber-based lasers that are currently used in a wide range of industries.
SPI Lasers' current product range is used to mark, weld, and cut materials used in the manufacture of a wide range of products.
SPI Lasers was founded in 2000 based on technology developed by the University of Southampton's Optoelectronics Research Centre, and the
business is located in Southampton. Shares in SPI Lasers were admitted to trading on AIM in October 2005, and since then the Company has
grown successfully as it developed its number two position in the market for the provision of optical fiber-based lasers for industrial,
medical, and research applications.
For the year ended 31 December 2007, SPI Lasers reported revenues of approximately �13.0 million (2006: �7.1 million) and a loss before
taxation of approximately �12.7 million (2006: �11.3 million). As at 31 December 2007, SPI Lasers had net assets of approximately �13.7
million (2006: �4.8 million).
SPI Lasers currently employs approximately 170 people.
9. Current Trading and Prospects
On 22 July 2008, SPI Lasers issued a trading update stating that SPI Lasers Group's performance in the first half of 2008 had been
strong on all key metrics and that the SPI Lasers Board was particularly encouraged by the progress made in account acquisition and repeat
business for the group's pulsed laser products and in the improvement of the gross margin. Notwithstanding the current economic climate, the
SPI Lasers Board looked forward to a good result in 2008.
Since the July update, SPI Lasers has made further progress towards its previously stated objective of achieving profitability from
operations in one or more months of Q4 2008. Notwithstanding the current economic environment, the SPI Lasers Board reiterates this
objective, although revenues in the second half of 2008 will be lower than previously expected.
10. Financing of the Offer
Full acceptance of the Offer (assuming the exercise of all outstanding options with an exercise price of less than or equivalent to the
Offer Price per SPI Lasers Share under the SPI Lasers Share Schemes and the maximum permitted conversion of the Convertible Loan Note) will
result in an aggregate cash consideration of approximately �27.8 million in cash becoming payable by TRUMPF International.
Baird, financial adviser to TRUMPF and TRUMPF International, is satisfied that the necessary financial resources are available to TRUMPF
International to enable it to satisfy full acceptance of the Offer.
11. Directors, Management, Employees and Locations
TRUMPF intends to accelerate the growth of SPI Lasers, which would become a base for further development of its business in the field of
fiber lasers. SPI Lasers' strong existing sales and marketing channels will be a good addition to TRUMPF's worldwide distribution network,
enabling both SPI Lasers and TRUMPF to achieve broader and deeper penetration of industrial laser markets in the future. TRUMPF's intention
is that SPI Lasers retains and further develops its existing facility in Southampton as a centre for excellence in fiber lasers.
TRUMPF attaches great importance to the skills, experience and industry knowledge of the existing management and employees of SPI
Lasers, who have contributed to SPI Lasers' success to date, and who TRUMPF would anticipate playing an important role in the development of
the enlarged business. TRUMPF believes that the management and employees of SPI Lasers will benefit from a broader range of opportunities
for personal and professional development within the larger, more diverse and financially stronger TRUMPF group.
12. Inducement Fee and Non-Solicitation Agreement
On 4 September 2008, SPI Lasers entered into an inducement fee agreement with TRUMPF in connection with the proposed Offer and in
accordance with which terms it agreed to pay TRUMPF an inducement fee totalling one per cent. of the total consideration payable under the
Offer up to a maximum of �278,786.07 (the "Fee").
The Fee is payable within 3 days of the occurrence of any of the following:
(1) An independent competing offer to the Offer being made and recommended by the SPI Lasers Directors after the announcement of the
Offer; and / or
(2) Any SPI Lasers Director withdrawing or adversely modifying, qualifying or failing to reconfirm the recommendation of the Offer
after it has been announced.
If VAT is charged on the Fee, the Fee shall be increased by such amount as is equal to any VAT which is recoverable by SPI Lasers from
HM Revenue & Customs. SPI Lasers and its subsidiaries are restricted from entering into any similar fee arrangements with any other
potential offeror unless the Fee due to TRUMPF has been paid or the SPI Lasers Directors have or intend to recommend an independent
competing offer in which case the Fee becomes payable as envisaged by (1) above. Nothing in the inducement fee agreement shall oblige SPI
Lasers to pay any amount which the Panel determines would not be permitted by Rule 21.2 of the Code or Practice Statement 23 of the Panel
Executive or which would otherwise be unlawful save that, in circumstances where the Fee is payable, the Fee shall be paid to the greatest
extent possible having regard to the provisions of Rule 21.2 of the Code, Practice Statement 23 of the Panel Executive and the general law.
On 4 September 2008, SPI Lasers entered into a non-solicitation agreement with TRUMPF and TRUMPF International whereby SPI Lasers agreed
to grant a period of exclusivity to TRUMPF and TRUMPF International in connection with the Offer as follows:
(1) for a period from 4 September 2008 until the earlier of (i) 11:59pm on 9 September 2008; or (ii) the date on which the Offer is
announced, SPI Lasers would not, directly or indirectly, seek, encourage, induce, initiate, invite or solicit or otherwise seek to procure
any third party offer, or initiate enquiries, or enter into or continue any negotiations or discussions, with any third party with a view to
any person making a third party offer; and
(2) for a period from and including the date of expiry of the period specified in paragraph (1) immediately above until the date upon
which the Offer becomes wholly unconditional or is withdrawn or lapses, SPI Lasers would not, directly or indirectly, seek, encourage,
induce, initiate, invite or solicit any third party offer, with any third party with a view to any person making a third party offer.
Under the terms of the non-solicitation agreement, confidential information relating to SPI Lasers may be provided to potential offerors
in accordance with the City Code but SPI Lasers is obliged to keep TRUMPF and TRUMPF International informed of the same and to notify TRUMPF
and TRUMPF International within two business days of any written offer proposals received by SPI Lasers.
13. Management Arrangements
SPI Lasers has entered into a bonus arrangement with the SPI Lasers Directors as set out in the paragraph below, in the event that an
announcement is made prior to 31 December 2008 complying with Rule 2.5(b) of the City Code in respect of an offer, where a change of control
occurs as a result of that offer or a competing offer within the same offer period.
The bonuses are subject to a condition of continued employment or membership of the SPI Lasers Board as at the relevant date and save
for the bonuses to be paid to Graham Meek, David Payne and Peter Schultz, the amount of any bonus is determined by reference to the price at
which such an offer is declared or becomes wholly unconditional in all respects. Based on the Offer Price, the total payment to be made by
SPI Lasers pursuant to these bonus arrangements is �492,000, comprising payments of �50,000 to Graham Meek, �32,000 to David Payne, �30,000
to Peter Schultz, �260,000 to David Parker and �120,000 to David Holloway. TRUMPF has consented to these arrangements. Each SPI Lasers
Director (with the exception, in each case, of the relevant SPI Lasers Director whose arrangements are considered (who is, in respect of
those arrangements, involved as a related party)) considers, having consulted with SPI Lasers' Nominated Adviser, that the terms of each of
these arrangements are fair and reasonable insofar as the SPI Lasers Shareholders are concerned.
14. SPI Lasers Share Schemes and Convertible Loan Note
The Offer will extend to any SPI Lasers Shares issued or unconditionally allotted or issued fully paid (or credited as fully paid)
whilst the Offer remains open for acceptance, including those allotted or issued as a result of the exercise of options under the SPI Lasers
Share Schemes and such number of SPI Lasers Shares as may be capable of conversion under the Convertible Loan Note.
TRUMPF International intends to make appropriate proposals to the holders of options under the SPI Lasers Share Schemes and the holder
of the Convertible Loan Note in due course.
15. Compulsory Acquisition, De-Listing and Re-Registration
If TRUMPF International receives acceptances under the Offer in respect of, and/or otherwise acquires, 90 per cent. or more in nominal
value of the SPI Lasers Shares to which the Offer relates and of the voting rights carried by those SPI Lasers Shares and assuming that all
of the other conditions of the Offer have been satisfied or waived (if capable of being waived), TRUMPF International intends to exercise
its rights in accordance with sections 974 to 991 of the Companies Act to acquire compulsorily the remaining SPI Lasers Shares on the same
terms as the Offer.
Following the Offer becoming or being declared unconditional in all respects and subject to any applicable requirements of the AIM
Rules, TRUMPF International intends to procure that SPI Lasers applies to the London Stock Exchange for the cancellation of trading in the
SPI Lasers Shares on AIM and the SPI Lasers Directors have agreed to instruct the NOMAD to assist and expedite the making of any such
application accordingly. It is anticipated that such cancellation will take effect no earlier than 20 Business Days after the Offer becomes
or is declared unconditional in all respects (provided that TRUMPF International has acquired, or agreed to acquire, existing issued share
capital carrying 75 per cent. of the voting rights of SPI Lasers). De-listing and the cancellation of trading of SPI Lasers Shares will
significantly reduce the liquidity and marketability of any SPI Lasers Shares not acquired by TRUMPF International.
It is also intended that, following the Offer becoming or being declared unconditional in all respects and after the cancellation of the
admission to trading of the SPI Lasers Shares on AIM, SPI Lasers will be re-registered as a private limited company under the relevant
provisions of the Companies Act.
16. Disclosure of interests in SPI Lasers Shares
Save for the irrevocable undertakings referred to above, neither TRUMPF International nor TRUMPF nor any of their respective directors
nor, so far as the directors of TRUMPF International and TRUMPF are aware (having made due and careful enquiry), any person acting, or
deemed to be acting, in concert with TRUMPF International or TRUMPF for the purposes of the Offer, has any interest in, arrangement in
relation to or right to subscribe for SPI Lasers Shares or securities convertible or exchangeable into SPI Lasers Shares or options
(including traded options) and neither has any such person:
* any short position including under a derivative (whether conditional or absolute and whether in the money or otherwise) in SPI
Lasers Shares; or
* borrowed or lent any SPI Lasers Shares (save for any borrowed shares which have been either on-lent or sold).
For these purposes, "arrangement" includes any agreement to sell or any delivery obligation or right to require another person to
purchase or take delivery and/or indemnity or option arrangements and any agreement or understanding, formal or informal, of whatever
nature, which may be an inducement to deal or refrain from dealing. "Interest" includes any long economic exposure, whether conditional or
absolute, to changes in the price of securities and a person is treated as having an "interest" by virtue of the ownership or control,
including of voting rights, of securities or by virtue of any option or agreement to purchase or deliver, in respect of, or derivative
referenced to, securities.
There are no arrangements of the kind referred to in Note 6(b) on Rule 8 of the City Code existing with TRUMPF International, TRUMPF or
any associate of TRUMPF International or TRUMPF, nor with SPI Lasers nor any associate of SPI Lasers in relation to any relevant
securities.
17. Overseas Shareholders
The availability of the Offer to SPI Lasers Shareholders who are not resident in or citizens of the United Kingdom may be affected by
the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in or not
citizens of the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their
jurisdictions. Further details in relation to overseas shareholders will be contained in the Offer Document.
18. General
The Offer Document and, in respect of SPI Lasers Shares held in certified form, the Form of Acceptance will be sent to SPI Lasers
Shareholders and, for information only, to participants in the SPI Lasers Share Schemes and the Convertible Loan Note holder, within 28 days
of the date of this Announcement, unless otherwise agreed with the Panel.
The Offer will be governed by English law and will be subject to the exclusive jurisdiction of the English courts. The Offer will be
subject to the applicable requirements of the City Code, the London Stock Exchange and other legal or regulatory requirements. The Offer
will comply with the provisions of the City Code.
The Offer will be subject to the conditions and certain further terms set out in Appendix I. The bases and sources of certain financial
information contained in this Announcement are set out in Appendix II. Further details of the irrevocable undertakings referred to in
paragraph 6 above are set out in Appendix III. Certain terms used in this Announcement are defined in Appendix IV to this Announcement.
Enquiries:
TRUMPF Tel: +49 (0) 7156 303 30992
Ingo Schnaitmann, Head of Press and Public
Relations
Baird (financial adviser to TRUMPF and TRUMPF Tel: +44 (0) 20 7488 1212
International)
Nicholas Sealy
Nicholas Cardoza
SPI Lasers Tel: +44 (0) 1489 779 689
Graham Meek, Non-Executive Chairman
Dr. David Parker, CEO
David Holloway, CFO
Arma Partners (Rule 3 financial adviser to SPI Tel: +44 (0) 20 7290 8100
Lasers)
David Sola
Chris Lewis
Panmure Gordon (financial adviser, NOMAD and Tel: +44 (0) 20 7459 3600
broker to SPI Lasers)
Dominic Morley
Rakesh Sharma
The above summary should be read in conjunction with, and is subject to, the full text of this Announcement. Terms used in the summary
have the meaning given to them in Appendix IV to this Announcement.
This Announcement is not intended to and does not constitute, or form any part of, an offer to sell or the solicitation of an offer to
subscribe for or buy any securities, nor shall there be any sale, issue or transfer of the securities referred to in this Announcement in or
into any jurisdiction in contravention of any applicable law. The Offer will be made solely by means of the Offer Document and, in the case
of certificated SPI Lasers Shares, the Form of Acceptance accompanying the Offer Document.
Any acceptance or other response to the Offer should be made only on the basis of information contained in or referred to in the Offer
Document which TRUMPF International intends to despatch as soon as is reasonably practicable to SPI Lasers Shareholders and, for information
only, to participants in the SPI Lasers Share Schemes.
The TRUMPF Directors and the TRUMPF International Directors accept responsibility for the information contained in the above summary and
this Announcement other than information relating to the SPI Lasers Group, the SPI Lasers Directors and their immediate families, related
trusts and controlled companies. To the best of the knowledge and belief of the TRUMPF Directors and the TRUMPF International Directors (who
have taken all reasonable care to ensure that such is the case), the information contained in this Announcement for which they accept
responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
The SPI Lasers Directors accept responsibility for the information in the above summary and this Announcement relating to them and their
immediate families, related trusts and controlled companies and the SPI Lasers Group. To the best of the knowledge and belief of the SPI
Lasers Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this Announcement for
which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
Baird, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for TRUMPF and
TRUMPF International and no-one else in connection with the Offer and will not be responsible to anyone other than TRUMPF and TRUMPF
International for providing the protections afforded to clients of Baird nor for providing advice in relation to the Offer, the content of
this Announcement, or any transaction, arrangement or matter referenced herein.
Arma Partners, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for
SPI Lasers and no-one else in connection with the Offer and will not be responsible to anyone other than SPI Lasers for providing the
protections afforded to clients of Arma Partners nor for providing advice in relation to the Offer, the content of this Announcement, or any
transaction, arrangement or matter referenced herein.
Panmure Gordon, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for
SPI Lasers and no-one else in connection with the Offer and will not be responsible to anyone other than SPI Lasers for providing the
protections afforded to clients of Panmure Gordon nor for providing advice in relation to the Offer, the content of this Announcement, or
any transaction, arrangement or matter referenced herein.
The Offer will be subject to the applicable rules and regulations of the Financial Services Authority, the London Stock Exchange and the
City Code.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, "interested" (directly or indirectly) in 1 per cent. or more
of any class of "relevant securities" of SPI Lasers, all "dealings" in any "relevant securities" of SPI Lasers (including by means of an
option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 p.m.
(London time) on the Business Day following the date of the relevant transaction. This requirement will continue until the date on which the
Offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise
ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in
"relevant securities" of SPI Lasers, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of SPI Lasers by TRUMPF, TRUMPF International or
SPI Lasers, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the Business Day
following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of
such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in
the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of
securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks above are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to
whether or not you are required to disclose a "dealing" under Rule 8 of the Code, you should consult the Panel.
If you are in any doubt as to the application of Rule 8 to you, please contact an independent financial adviser authorised under the
Financial Services and Markets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel on telephone number
+44 (0) 20 7638 0129; fax +44 (0) 20 7236 7013.
Overseas Jurisdictions
The availability of the Offer to SPI Lasers Shareholders who are not resident in or citizens of the United Kingdom may be affected by
the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in or not
citizens of the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their
jurisdictions. Further details in relation to overseas shareholders will be contained in the Offer Document.
The release, publication or distribution of this Announcement in jurisdictions other than in the United Kingdom may be restricted by
law, and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about,
and observe, any applicable requirements. Any failure to comply with the applicable requirements may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies involved in the proposed Offer
disclaim any responsibility or liability for the violation of such requirements by any person. This Announcement has been prepared for the
purposes of complying with English law, the City Code the Listing Rules and the AIM Rules and information disclosed herein may not be the
same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of any jurisdiction outside
the United Kingdom.
Copies of this Announcement and formal documentation relating to the Offer will not be and must not be mailed or otherwise forwarded,
distributed or sent in, into or from any jurisdiction where to do so would violate the laws of that jurisdiction.
The release, publication or distribution of this Announcement into the United States is for the sole purpose of communicating the Offer
to those shareholders of SPI Lasers resident in the United States. The Offer has not been and will not be approved or disapproved by the US
Securities and Exchange Commission, any state securities commission in the United States or any other United States regulatory authority,
nor have any of the foregoing authorities passed on the merits of the Offer or the accuracy or adequacy of this Announcement or the formal
documentation relating to the Offer. Any representation to the contrary is a criminal offence in the United States.
Forward looking Statements
This Announcement contains statements about TRUMPF, TRUMPF International and SPI Lasers that are or may be forward looking statements.
All statements other than statements of historical facts included in this Announcement may be forward looking statements. Forward looking
statements often use words such as "target", "plan", "believe", "expect", "aim", "intend", "will", "should", "could", "would", "may",
"consider", "anticipate", "estimate", "synergy", "cost saving", "project", "goal" or "strategy" or words or terms of similar substance or
the negative thereof. Forward looking statements include statements relating to the following: (i) the expected timetable for implementing
the Offer, future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition,
losses and future prospects of TRUMPF, TRUMPF International or SPI Lasers; (ii) business and management strategies and the expansion and
growth of TRUMPF's, TRUMPF International's or SPI Lasers' operations and potential synergies resulting from the acquisition of SPI Lasers by TRUMPF International; and (iii) the effects of government
regulation on TRUMPF's, TRUMPF International's or SPI Lasers' business.
These forward looking statements are not guarantees of future performance. They have not been reviewed by the auditors of TRUMPF, TRUMPF
International or SPI Lasers. These forward looking statements involve known and unknown risks, uncertainties and other factors which may
cause them to differ from the actual results, performance or achievements expressed or implied by such forward looking statements. These
forward looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the
environment in which each will operate in the future. Investors are cautioned not to place undue reliance on the forward looking statements,
which speak only as of the date they were made.
All subsequent written and oral forward looking statements attributable to TRUMPF, TRUMPF International or SPI Lasers or persons acting
on behalf of either of them are expressly qualified in their entirety by the cautionary statements above. All forward looking statements
included in this Announcement are based on information available to the relevant parties on the date hereof. Investors should not place
undue reliance on such forward looking statements and neither TRUMPF, TRUMPF International nor SPI Lasers, nor their directors intends, or
undertakes, any obligation to update or revise any information contained in this Announcement, except as is required by the Code or pursuant
to applicable law.
SPI Lasers Shares in issue
In accordance with Rule 2.10 of the Code, SPI Lasers confirms that it has 62,695,279 ordinary shares of 2.5 pence each in issue and
admitted to trading on AIM under the UK ISIN code GB00B0LL6G95.
Appendix I
Conditions of the Offer
1. The Offer will be subject to the following conditions:
(a) valid acceptances of the Offer being received (and not, where permitted, withdrawn) by no later than 1.00 p.m. on the First
Closing Date (or such later time(s) and/or date(s) as TRUMPF International may, subject to the rules of the Code or with the consent of the
Panel, decide) in respect of not less than 90 per cent. in nominal value of the SPI Lasers Shares to which the Offer relates and not less
than 90 per cent. of the voting rights carried by the SPI Lasers Shares to which the Offer relates (or in each case such lesser percentage
as TRUMPF International may decide), provided that this condition shall not be satisfied unless TRUMPF International and/or its wholly-owned
subsidiaries shall have acquired or agreed to acquire, whether pursuant to the Offer or otherwise, SPI Lasers Shares carrying in aggregate
of more than 50 per cent. of the voting rights normally exercisable at a general meeting of SPI Lasers including for this purpose (to the
extent, if any, required by the Panel) any such voting rights attached to any SPI Lasers Shares unconditionally allotted or issued before the Offer becomes or is declared unconditional as to
acceptances, whether pursuant to the exercise or conversion of subscription rights or otherwise and for the purposes of this condition:
(i) the expression "SPI Lasers Shares to which the Offer relates" shall be construed in accordance with sections 974 to 991 of the
Companies Act 2006;
(ii) SPI Lasers 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 which they will carry upon issue; and
(iii) valid acceptances shall be deemed to have been received in respect of SPI Lasers Shares which are treated for the purposes of
section 979(8) of the Companies Act 2006 as having been acquired or contracted to be acquired by TRUMPF International by virtue of
acceptances of the Offer;
(b) the German Federal Cartel Office (Bundeskartellamt) having approved the Offer, or deemed to have approved it due to the expiry of
relevant waiting periods, either without conditions or subject to conditions all of which are satisfactory to TRUMPF International;
(c) In so far as the Offer constitutes, or TRUMPF International is informed by a competent authority prior to the later of (i) 21
days after the First Closing Date; or (ii) 21 days after the date when the Offer is declared unconditional as to acceptances that the Offer
is deemed to constitute a concentration with a Community dimension within the scope of Council Regulation (EEC) 139/2004 (as amended) (the
"Regulation"):
(i) the European Commission indicating, in terms satisfactory to TRUMPF International, that it does not intend to initiate
proceedings under Article 6(1)(c) of the Regulation in respect of, arising from or in relation to the proposed acquisition of SPI Lasers by
TRUMPF International or any aspect thereof (or being deemed to have done so under Article 10(6) of the Regulation); and/or
(ii) in the event that any aspect of the Offer is referred to the Office of Fair Trading in the United Kingdom under Article 9 of the
Regulation, the Office of Fair Trading or the appropriate Minister indicating, in terms satisfactory to TRUMPF International, that it is not
the intention of the Office of Fair Trading or the appropriate Minister to refer the proposed acquisition of SPI Lasers by TRUMPF
International or any matter arising therefrom or related thereto to the Competition Commission and the deadline for appealing the relevant
decision to the Competition Appeal Tribunal having expired with no appeal having been lodged beforehand; and/or
(iii) in the event that any aspect of the Offer is referred under Article 9 of the Regulation to a competent authority of any other
European Union or EFTA states, each such authority confirming that the Offer may proceed on terms satisfactory to TRUMPF International;
(d) all necessary filings having been made and all applicable waiting periods under the United States Hart-Scott-Rodino Antitrust
Improvements Act of 1976 (as amended) and the regulations under it having expired, lapsed or been terminated as appropriate in respect of
the Offer and the proposed acquisition of SPI Lasers by TRUMPF International;
(e) no government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental or investigative body,
court, trade agency, professional association, institution, employee representative body, or any other such body or person (not being a
Competition Authority) whatsoever in any jurisdiction (each a Third Party and all collectively Third Parties) having decided or given notice
of a decision to take, institute or threaten any action, proceeding, suit, investigation, enquiry or reference, or having required any
action to be taken, or otherwise having done anything, or having enacted, made or proposed and there not continuing to be outstanding any
statute, regulation, decision or order which would or might reasonably be expected to:
(i) make the Offer or its implementation or the acquisition or proposed acquisition by TRUMPF International of all or any SPI Lasers
Shares, or the acquisition or proposed acquisition of control of SPI Lasers, by any member of the Wider TRUMPF Group, void, illegal or
unenforceable under the laws of any jurisdiction, or otherwise, directly or indirectly materially restrain, restrict, prohibit, challenge,
delay, materially hinder or otherwise interfere with the same, or impose material conditions or obligations with respect thereto, or
otherwise materially challenge or require amendment in any material respect to the terms of the Offer or any such acquisition;
(ii) require, prevent or materially delay the divestiture, or materially alter the terms envisaged for any proposed divestiture, by
any member of the Wider TRUMPF Group or by any member of the Wider SPI Lasers 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 their respective businesses (or any part of them) or
to own or manage their respective assets or properties or any part of them to an extent which is material in the context of the Wider SPI
Lasers Group taken as a whole or the Wider TRUMPF Group taken as a whole (as the case may be);
(iii) impose any material limitation on, or result in a material delay in, the ability of any member of the Wider TRUMPF Group,
directly or indirectly, to acquire or to hold or to exercise effectively all or any rights of ownership in respect of shares or other
securities (or the equivalent) in any member of the Wider SPI Lasers Group or to exercise management control over any such member;
(iv) otherwise adversely affect any or all of the businesses, assets or profits of any member of the Wider TRUMPF Group or any member
of the Wider SPI Lasers Group (including any action which would or might reasonably be expected to adversely affect or prejudice any of the
status, licences, authorisations, exemptions or consents of any member of the Wider TRUMPF Group or of the Wider SPI Lasers Group in a
manner which is material in the context of the Wider SPI Lasers Group taken as a whole);
(v) save as pursuant to the Offer or sections 974 to 991 Companies Act 2006, require any member of the Wider TRUMPF Group or the
Wider SPI Lasers Group to acquire, or offer to acquire, any shares or other securities (or the equivalent) in, or any asset owned by, any
member of the Wider SPI Lasers Group or the Wider TRUMPF Group;
(vi) result in a material delay in the ability of TRUMPF International, or render it unable, to acquire some or all of the SPI Lasers
Shares or require a divestiture by TRUMPF International or any member of the Wider TRUMPF Group of any shares or other securities (or the
equivalent) in SPI Lasers; or
(vii) result in any member of the Wider SPI Lasers Group or the Wider TRUMPF Group ceasing to be able to carry on business under any
name which it presently does so;
and all applicable waiting and other time periods during which any such Third Party could decide to take, institute, implement or
threaten any action, proceeding, suit, investigation, enquiry or reference under the laws of any relevant jurisdiction or enact any such
statute, regulation, order or decision or take any steps having expired, lapsed or been terminated;
(f) all material authorisations, orders, grants, consents, licences, clearances, certificates, exemptions, permissions and approvals
(Authorisations) which are necessary in any jurisdiction for or in respect of the Offer or the proposed acquisition of all or any SPI Lasers
Shares or other securities in, or under the control of, SPI Lasers by any member of the Wider TRUMPF Group having been obtained on terms and
in a form reasonably satisfactory to TRUMPF International from all appropriate Third Parties or persons with whom any member of the Wider
SPI Lasers Group has entered into any material contractual arrangements and all such Authorisations, together with all Authorisations
necessary to carry on the business of any member of the Wider SPI Lasers Group remaining in full force and effect at the time at which the
Offer becomes otherwise unconditional and there being no notification in writing of any intention to revoke, withdraw, suspend, restrict,
withhold or modify in any material respect or not to grant or renew any of the same where the absence, revocation, withdrawal, suspension, restriction, withholding or modification of such
Authorisations would have a material and adverse effect upon the Wider SPI Lasers Group taken as a whole;
(g) if, deemed necessary by TRUMPF International (acting reasonably) in connection with the Offer, all material filings or
applications having been made, and all appropriate waiting periods (including extensions thereof) in respect of the Offer or its
implementation under any applicable legislation or regulations in any jurisdiction having expired, lapsed or been terminated (as
appropriate) and all statutory or regulatory obligations in any jurisdiction having been complied with in connection with the Offer or the
acquisition by any member of the Wider TRUMPF Group of any shares or other securities in, or under the control of, SPI Lasers where the
absence of such filings or applications, the appropriate waiting period in respect of the Offer not having expired, lapsed or been
terminated or the statutory or regulatory obligations not having been complied with would be material and adverse in the context of the
Wider SPI Lasers Group taken as a whole;
(h) save as Disclosed, there being no provision of any agreement, authorisation, arrangement, lease, licence, permit or other
instrument to which any member of the Wider SPI Lasers Group is a party or by or to which any such member or any of its assets may be bound,
entitled or subject, which in consequence of the Offer or the proposed acquisition by TRUMPF International or any member of the Wider TRUMPF
Group of any shares or other securities (or the equivalent) in SPI Lasers or because of a change in the control or management of SPI Lasers
or any member of the Wider SPI Lasers Group, provides for or is reasonably expected to result in (in each case to an extent which is
material in the context of the Wider SPI Lasers Group taken as a whole):
(i) any monies borrowed by or any other indebtedness (actual or contingent) of, or grant available to, any member of the Wider SPI
Lasers Group, being or becoming repayable or being 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 monies or incur any indebtedness being withdrawn, prohibited or inhibited
or becoming capable of being withdrawn, prohibited or inhibited;
(ii) any such agreement, authorisation, arrangement, licence, permit or other instrument or the rights, liabilities, obligations or
interests of any member of the Wider SPI Lasers Group thereunder being terminated or adversely modified or affected or any obligation or
liability arising or any adverse action being taken or arising thereunder;
(iii) any assets or interests of any member of the Wider SPI Lasers Group 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;
(iv) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business,
property or assets of any member of the Wider SPI Lasers Group, or any such mortgage, charge or other security interest (whenever arising or
having arisen) becoming enforceable or being enforced;
(v) the rights, liabilities, obligations or interests of any member of the Wider SPI Lasers Group in, or the business of any such
member with, any person, company, firm or body (or any agreements relating to any such interest or business) being terminated, or modified
or adversely affected in a manner that is material in the context of the SPI Lasers Group as a whole;
(vi) the value of any member of the Wider SPI Lasers Group or its financial or trading position or profits or prospects being
prejudiced or adversely affected;
(vii) any member of the Wider SPI Lasers Group ceasing to be able to carry on business under any name under which it presently does
so; or
(viii) the creation or assumption of any liability, actual or contingent, by any member of the Wider SPI Lasers Group other than
trade creditors in the ordinary course of business;
(i) save as Disclosed, no member of the Wider SPI Lasers Group having, since 31 December 2007:
(i) (save as between SPI Lasers and wholly-owned subsidiaries of SPI Lasers, or for SPI Lasers Shares issued pursuant to the exercise
of options or awards granted under the SPI Lasers Share Schemes prior to the Announcement Date) issued or agreed to issue or authorised or
proposed or announced its intention to authorise or propose the issue of additional shares of any class or 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;
(ii) (save for SPI Lasers Shares held in treasury and sold or transferred pursuant to the exercise of options granted under the SPI
Lasers Share Schemes prior to the Announcement Date) sold or transferred or agreed to sell or transfer any SPI Lasers Shares held in
treasury;
(iii) 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 other than dividends (or other distributions whether payable in cash or otherwise)
lawfully paid or made by any wholly-owned subsidiary of SPI Lasers to SPI Lasers or any of its wholly-owned subsidiaries;
(iv) other than pursuant to the Offer (and save for transactions between SPI Lasers and its wholly-owned subsidiaries or other than
in the ordinary course of business) implemented, effected, authorised or proposed or announced its intention to implement, effect, authorise
or propose any merger, demerger, reconstruction, amalgamation, scheme, commitment or acquisition or disposal of assets or shares or loan
capital (or the equivalent thereof) in any undertaking or undertakings in any such case in each case which would be material and adverse in
the context of the Wider SPI Lasers Group taken as a whole;
(v) (save for transactions between SPI Lasers and its wholly-owned subsidiaries or other than in the ordinary course of business)
disposed of, or transferred, mortgaged or created any security interest over any material asset or any right, title or interest in any
material asset or authorised, proposed or announced any intention to do so which in each case is material in the context of the Wider SPI
Lasers Group taken as a whole;
(vi) (save as between SPI Lasers and its wholly-owned subsidiaries) made or authorised or proposed or announced an intention to
propose any change in its loan capital;
(vii) (save for transactions between SPI Lasers and its wholly owned subsidiaries) issued, authorised, or proposed or announced an
intention to authorise or propose, the issue of or make any change in or to the terms of any debentures or become subject to any contingent
liability or incurred or increased any indebtedness other than in the ordinary course of business which is material in the context of the
Wider SPI Lasers Group taken as a whole;
(viii) (save for transactions between members of the SPI Lasers Group or for SPI Lasers Shares issued pursuant to the exercise of
options or awards granted under the SPI Lasers Share Schemes) purchased, redeemed or repaid, or announced any proposal to purchase, redeem
or repay, any of its own shares or other securities or reduced or made any other change to or proposed the reduction or other change to any
part of its share capital;
(ix) entered into, implemented, effected, varied, authorised proposed or announced its intention to enter into, any reconstruction,
amalgamation, scheme, commitment or other transaction or arrangement otherwise than in the ordinary course of business in each case which
would be material in the context of the Wider SPI Lasers Group taken as a whole;
(x) entered into or varied or terminated or authorised, proposed or announced its intention to enter into or vary any contract,
arrangement, agreement transaction or commitment (whether in respect of capital expenditure or otherwise), other than in the ordinary course
of business, which is of a long term, onerous or unusual nature or which involves an obligation of such a nature or magnitude as is or is
reasonably likely to be restrictive on the business of any member of the Wider SPI Lasers Group or the Wider TRUMPF Group and in each case
which would be material and adverse in the context of the Wider SPI Lasers Group as a whole;
(xi) entered into or materially improved the terms of, or made any offer (which remains open for acceptance) to enter into or
materially improved the terms of, any contract, service agreement or arrangement with any director or senior executive of any member of the
Wider SPI Lasers Group which in any such case is material in the context of the Wider SPI Lasers Group taken as a whole;
(xii) terminated or varied the terms of any agreement or arrangement between any member of the Wider SPI Lasers Group and any other
person in a manner which would or might reasonably be expected to have a material adverse effect on the financial position of the Wider SPI
Lasers Group taken as a whole;
(xiii) made or announced any proposals to modify the terms of any share option scheme, incentive scheme or other benefit relating to
the employment or termination of employment of any person employed in the Wider SPI Lasers Group which is material in the context of the
Wider SPI Lasers Group taken as a whole;
(xiv) made or agreed or consented to any significant change to the terms of the trust deeds and rules constituting the pension
scheme(s) established for its directors, employees or their dependants or to the benefits which accrue, or to the pensions which are
payable, thereunder, or to the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or
determined or to the basis upon which the liabilities (including pensions) of such pension schemes are funded or made, or agreed or
consented to, any change to the trustees, including the appointment of a trust corporation;
(xv) been unable, or admitted in writing 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 ceased or threatened to cease to carry on all or a substantial part of its business;
(xvi) (other than in respect of a member of the Wider SPI Lasers Group which is dormant and was solvent at the relevant time) taken
or proposed any corporate action, or had any legal proceedings threatened or instituted against it for its winding-up (voluntarily 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 or equivalent steps or proceedings in any relevant jurisdiction having
been taken or had any such person appointed;
(xvii) waived or compromised or settled any claim otherwise than in the ordinary course of business which is material in the context
of the Wider SPI Lasers Group taken as a whole; or
(xviii) made any alteration to its memorandum or articles of association which is prejudicial to the success of the Offer; or entered
into any contract, agreement, commitment or arrangement 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
(i);
(j) save as Disclosed, since 31 December 2007:
(i) no material adverse change or deterioration having occurred in the business, assets, financial or trading position or profits of
any member of the Wider SPI Lasers Group which is material in the context of the Wider SPI Lasers Group taken as a whole;
(ii) no material litigation, arbitration proceedings, prosecution or other legal proceedings or investigations having been threatened
in writing, announced, instituted or remaining outstanding by, against or in respect of any member of the Wider SPI Lasers Group or to which
any member of the Wider SPI Lasers Group is or is expected to become a party (whether as a claimant, defendant or otherwise) and no enquiry
or investigation by any Third Party against or in respect of any member of the Wider SPI Lasers Group having been commenced, announced or
threatened in writing by or against or remaining outstanding in respect of any member of the Wider SPI Lasers Group in each case which is
material in the context of the Wider SPI Lasers Group as a whole;
(iii) no contingent or other liability having arisen or having become apparent to any member of the Wider TRUMPF Group which would or
might adversely affect any member of the Wider SPI Lasers Group to an extent which is material in the context of the Wider SPI Lasers Group
taken as a whole; or
(iv) no steps having been taken and no omissions having been made which are likely to result in the withdrawal, cancellation,
termination or modification of any licence held by any member of the Wider SPI Lasers Group, which is necessary (in so far as such
modification is detrimental) for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of
which is likely to be material and adverse in the context of the Wider SPI Lasers Group taken as a whole; or
(k) save as Disclosed, TRUMPF International not having discovered after the Announcement Date:
(i) that any financial, business or other information concerning the Wider SPI Lasers Group publicly announced or Disclosed at any
time by, after 31 December 2007 or on behalf of any member of the Wider SPI Lasers Group to the Wider TRUMPF Group, is misleading, contains
a material misrepresentation of any fact or omits to state a fact necessary to make that information not materially misleading (and which
information was not subsequently corrected before the Announcement Date) by (i) disclosure publicly by an announcement to a Regulatory
Information Service; or (ii) privately in writing to TRUMPF International and/or TRUMPF (save where the consequences of which would not be
material in the context of the Wider SPI Lasers Group taken as a whole);
(ii) that any present member of the Wider SPI Lasers Group or any partnership, company or other entity in which any member of the
Wider SPI Lasers Group has a significant economic interest and which is not a subsidiary undertaking of SPI Lasers, is subject to any
material liability, contingent or otherwise, which is not disclosed in the annual report and accounts for SPI Lasers for the year ended 31
December 2007;
(iii) any information which affects the import of any information Disclosed by or on behalf of any member of the Wider SPI Lasers
Group (and which information was not subsequently corrected before the Announcement Date) by disclosure publicly by an announcement to a
Regulatory Information Service or privately in writing to TRUMPF International and/or TRUMPF;
(iv) that circumstances exist as a result of which a person or class of persons would be likely to have a claim in respect of a
product or process of manufacture or materials used in them now or previously manufactured, sold or carried out by a past or present member
of the Wider SPI Lasers Group which would be likely materially and adversely to affect a member of the Wider SPI Lasers Group;
in each case to an extent which is material and adverse in the context of the Wider SPI Lasers Group taken as a whole; or
(v) that, in relation to any release, emission, accumulation, discharge, disposal or other fact or circumstance which has impaired or
is reasonably likely to impair the environment (including property) or harmed or is reasonably likely to harm human health, any member of
the Wider SPI Lasers Group has, in a manner or to an extent which is reasonably likely to be material and adverse in the context of the
Wider SPI Lasers Group taken as a whole (i) committed any violation of any applicable legislation, statutes, regulations, authorisations,
notices or other requirements of any jurisdiction and/or (ii) incurred any liability (whether actual or contingent) to any Third Party;
and/or being reasonably likely to incur any liability (whether actual or contingent), or being required to make good, repair, remediate,
reinstate or clean up any asset or any other property or any environment.
For the purposes of these conditions:
Disclosed means fairly disclosed to TRUMPF International and/or TRUMPF and/or their respective directors and/or advisers prior to the
Announcement Date either: by inclusion in the Announcement, inclusion in the annual report and accounts of SPI Lasers for the financial year
ended 31 December 2007, by delivery of announcement by or on behalf of SPI Lasers to a Regulatory Information Service or otherwise in
writing;
Wider SPI Lasers Group means SPI Lasers and its subsidiary undertakings, associated undertakings and any other undertaking in which SPI
Lasers and/or such undertakings (aggregating their interests) have a significant interest;
Wider TRUMPF Group means TRUMPF and its subsidiary undertakings, associated undertakings and any other undertaking in which TRUMPF
and/or such undertakings (aggregating their interests) have a significant interest;
subsidiary undertaking, associated undertaking and undertaking have the meanings given by sections 1162 and 256 of the Companies Act
2006; and
significant interest means a direct or indirect interest in more than 20 per cent of the equity share capital (as defined in section 548
of the Companies Act 2006).
TRUMPF International reserves the right to waive, in whole or in part, all or any of conditions 1(b) to 1(k). Conditions 1(b) to 1(k)
must be satisfied as at, or waived on or before midnight (London time), on the twenty first day after the later of the First Closing Date
and the date on which condition 1(a) is fulfilled (or in each case such later date as the Panel may agree).
TRUMPF International shall be under no obligation to waive (if capable of waiver) or treat as fulfilled any of conditions 1(b) to 1(k)
inclusive by a date earlier than the latest date specified above for the fulfilment thereof, notwithstanding that the other conditions of
the Offer may at such earlier date have been fulfilled and that there are, at such earlier date, no circumstances indicating that any of
such conditions may be incapable of fulfilment.
The Offer will lapse and will not proceed if before 1.00 p.m. (London time) on the First Closing Date or the time and date on which the
Offer becomes or is declared unconditional as to acceptances, whichever is the later, the European Commission initiates proceedings under
Article 6(1)(c) of the Regulation or there is a reference to the UK Competition Commission following a referral by the European Commission
under Article 9.1. In such circumstances, the Offer will cease to be capable of further acceptance and persons accepting the Offer and
TRUMPF International shall thereupon cease to be bound by acceptances of the Offer made or delivered on or before the date on which the
Offer so lapses.
Under Rule 13.4 of the Code, an offeror should not invoke any condition or pre-condition of an offer 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 condition or pre-condition are of
material significance to the offer or in the context of the offer. The acceptance condition is not subject to Rule 13.4.
If TRUMPF International is required by the Panel to make an offer or offers for SPI Lasers Shares under the provisions of Rule 9 of the
City Code, TRUMPF International may make such alterations to the conditions as are necessary to comply with the provisions of that rule.
The Offer will comply with the City Code and will be governed by and construed in accordance with English law. The English courts will
have exclusive jurisdiction for determining any matter, which may arise under or in connection with any such contract.
The SPI Lasers Shares will be acquired by TRUMPF International fully paid up and free from all liens, equitable interests, charges,
encumbrances, rights of pre-emption, and other third party rights or interests of any nature whatsoever and together with all rights now or
hereafter attaching thereto, including the right to receive and retain all dividends and other distributions (if any), declared, made or
paid on or after the date on which the Offer is made.
Subject to the consent of the Panel, TRUMPF International reserves the right to elect to implement the Offer by way of a scheme of
arrangement under Part 26 of the Companies Act 2006, with or subject to any modification, addition or condition approved or imposed by the
High Court of Justice in England and Wales. In such event, such scheme of arrangement will be implemented on the same terms (subject to
appropriate amendments), so far as applicable, as those which would apply to the Offer.
Appendix II
Bases and Sources
(a) Unless otherwise stated, the financial information relating to TRUMPF
has been extracted or derived, without material adjustment, from the
audited financial accounts of TRUMPF for the year ended 30 June 2007.
The financial information relating to TRUMPF for the year ended 30 June
2008 is based on preliminary, unaudited figures.
(b) Unless otherwise stated, the financial information relating to SPI
Lasers has been extracted or derived, without material adjustment, from
the annual report and accounts of SPI Lasers for the year ended 31
December 2007.
(c) References to existing issued share capital are references to SPI Lasers
Shares in issue on 8 September 2008 (being the last practicable Business
Day prior to the Announcement Date), being 62,695,279 SPI Lasers Shares.
(d) The value attributed to the existing issued and to be issued share
capital of SPI Lasers is based upon the 62,695,279 SPI Lasers Shares
being in issue on 8 September 2008 (being the latest practicable
Business Day prior to the Announcement Date), on 3,478,309 options or
awards under the SPI Lasers Share Schemes which have an exercise price
equivalent to or lower than the Offer Price per SPI Lasers Share and
3,299,752 SPI Lasers Shares resulting from the maximum permitted
conversion of the Convertible Loan Note.
(e) Unless otherwise stated, all prices for SPI Lasers Shares have been
derived from the Daily Official List and represent the Closing Price on
the relevant date.
Appendix III
Details of Irrevocable Undertakings
(a) Irrevocable undertakings of SPI Lasers Shareholders
The following SPI Lasers Directors have given irrevocable undertakings to accept or procure the acceptance of the Offer in respect of
the number of SPI Lasers Shares set out below:
Name Number of SPI Lasers Shares Percentage of the existing issued share
capital
Graham Meek 118,055 0.19
David Holloway 33,333 0.05
David Parker 358,645 0.57
David Payne 179,844 0.29
Peter Schultz 19,792 0.03
Furthermore each of David Holloway, David Parker and David Payne have agreed to accept the Offer in respect of any SPI Lasers Shares
which they may acquire pursuant to the exercise of any options under the SPI Lasers Share Schemes but excluding any options which they hold
pursuant to the UK Approved Scheme and the Sharesave Scheme. These schemes have been excluded so as not to compromise the tax relief
available under these schemes.
The above undertakings will continue to apply in the event that the Offer is implemented by way of scheme of arrangement and also in the
event of a higher offer.
(b) Irrevocable undertakings of SPI Lasers Shareholders
The following SPI Lasers Shareholders have given irrevocable undertakings to accept the Offer in respect of the number of SPI Lasers
Shares set out below:
Name Number of SPI Lasers Shares Percentage of the existing issued share capital
Gartmore Investment Limited 14,830,942 23.66
The Furukawa Electric Co., 6,666,667 10.63
Ltd.
Majedie Asset Management 4,232,300 6.75
Limited
Advent Venture Partners LLP 2,884,292 4.60
Sevin Rosen Funds 2,244,749 3.58
Interwest Partners LP 2,244,749 3.58
Amadeus Capital Partners 1,726,729 2.75
The Infrastructure Fund 518,018 0.83
The above undertakings will continue to apply in the event that the Offer is implemented by way of scheme of arrangement.
In the case of each of the SPI Lasers Shareholders that have given the irrevocable undertakings referred to in this part (b) of Appendix
III, these undertakings remain binding in respect of a competing offer pursuant to Rule 2.5 of the Code (including an offer made by scheme
of arrangement) which is made at less than 46 pence per SPI Lasers Share (a "Higher Offer"), subject to the paragraph below.
In the event that a Higher Offer is announced pursuant to Rule 2.5 of the Code, the obligation to accept, and not to withdraw any
acceptance of, the Offer shall be suspended. In the event that the Offeror announces under Rule 2.5 of the Code a revision to the Offer
during the seven day period after such announcement of the Higher Offer such that the revised Offer is in cash for a value equal to or in
excess of such Higher Offer but on otherwise the same terms and conditions as the Offer (a "Revised Offer") each of the SPI Lasers
Shareholders that have given irrevocable undertakings have agreed irrevocably and unconditionally to undertake, represent and warrant and
agree that the obligation to accept, and not to withdraw, such Revised Offer will revive. If a Revised Offer is not announced under Rule 2.5
by the end of such seven day period then the rights and obligations under each irrevocable undertaking shall terminate and lapse with
immediate effect. If any Higher Offer made by a third party is increased to a price above the price of the Revised Offer following the announcement of a Revised Offer within the seven day period referred to in
this paragraph the provisions also referred to in this paragraph shall apply mutatis mutandis to the making of all and any subsequent Higher
Offers.
(c) Letters of Intent
The following SPI Lasers Shareholder has given a non-binding letter of intent to accept the Offer in respect of the number of SPI Lasers
Shares set out below:
Name Number of SPI Lasers Shares Percentage of the existing issued share
capital
Morley Fund Management Limited 6,309,835 10.06
Appendix IV
Definitions
The following definitions apply throughout this Announcement, unless the context otherwise requires:
AIM the AIM market of the London
Stock Exchange
AIM Rules the AIM Rules for Companies as
published and amended by the
London Stock Exchange from time
to time
Announcement this announcement made by
TRUMPF International under Rule
2.5 of the City Code regarding
the proposed acquisition of SPI
Lasers by means of the Offer
Announcement Date 9 September 2008, being the
date of this Announcement
Arma Partners Arma Partners LLP, which is
authorised and regulated by the
FSA
"associates" as defined by the City Code
Baird Robert W. Baird Limited, which
is authorised and regulated by
the FSA
Business Day a day on which the London Stock
Exchange, and clearing banks
are open for normal business in
the United Kingdom and Germany
certified or certificated form in relation to a share or other
security, a share or security
title which is recorded in the
relevant register of the share
or other security as being held
in certificated form (that is
not in CREST)
Closing Price the closing middle market
quotation of a share for the
day to which such price
relates, as derived from the
Daily Official List of the
London Stock Exchange for that
day
Code or City Code the City Code on Takeovers and
Mergers
Companies Act the Companies Act 2006, to the
extent in force at the date of
this Announcement, and
otherwise the Companies Act
1985
Convertible Loan Note the convertible loan
represented by the loan
facility agreement entered into
between SPI Lasers, SPI Lasers
UK Limited and ETV Capital S.A.
dated 18 December 2006
CREST the relevant system (as defined
in the Uncertificated
Securities Regulations 2001) in
respect of which Euroclear UK &
Ireland Limited is the operator
(as defined in the
aforementioned regulations)
"dealings" as defined by the City Code
First Closing Date the 21st day after the posting
of the Offer Document
Form of Acceptance the form of acceptance,
election and authority (in
respect of certificated SPI
Lasers Shares) relating to the
Offer which will accompany the
Offer Document
FSA the Financial Services
Authority
FSMA the Financial Services and
Markets Act 2000
"interests in securities" as defined by the City Code
Listing Rules the listing rules and
regulations of the UK Listing
Authority (as amended)
London Stock Exchange London Stock Exchange plc,
together with any successors
thereto
NOMAD or "Nominated Adviser" Panmure Gordon
Offer the recommended cash offer to
be made by TRUMPF International
to acquire the entire issued
and to be issued share capital
of SPI Lasers, on and subject
to the terms and conditions to
be set out in the Offer
Document and (in respect of
certificated SPI Lasers Shares)
in the Form of Acceptance and
(where the context permits) any
subsequent revision, variation,
extension or renewal thereof
Offer Document the document containing the
Offer to SPI Lasers
Shareholders by TRUMPF
International which will be
posted as soon as is reasonably
practicable
"offer period" as defined by the City Code
Offer Price 40 pence per SPI Lasers Share
Official List the official list of the UK
Listing Authority
Overseas Shareholders SPI Lasers Shareholders (or
nominees of, or custodians or
trustees for SPI Lasers
Shareholders) not resident in
or citizens of the UK
Panel the Panel on Takeover and
Mergers
Panmure Gordon Panmure Gordon (UK) Limited,
which is authorised and
regulated by the FSA
Regulatory Information Service any of the services on the list
of Regulatory Information
Services maintained by the FSA
"relevant securities" as defined by the City Code
Restricted Jurisdiction any jurisdiction where
extension or acceptance of the
Offer would violate the law of
that jurisdiction
subsidiary, subsidiary have the meanings given by
undertaking, associated sections 1162 and 256 of the
undertaking and undertaking Companies Act 2006
SPI Lasers SPI Lasers plc registered in
England and Wales with
registered number 05546901, its
subsidiaries and subsidiary
Undertakings
SPI Lasers Board the board of Directors of SPI
Lasers
SPI Lasers Director a director of SPI Lasers
SPI Lasers Group SPI Lasers and its subsidiaries
and/or (where the context
requires) any one or more of
them
SPI Lasers Share Schemes the US 2000 Stock Plan, the UK
Approved Scheme, the UK EMI
Scheme, the Share Option
Scheme, the US Share Option
Scheme, the Sharesave Scheme,
the 2006 Share Bonus Plan and
the Share Option Scheme No. 2
SPI Lasers Shareholders holders of SPI Lasers Shares
SPI Lasers Shares ordinary shares of 2.5 pence
each in the capital of SPI
Lasers
TRUMPF TRUMPF GmbH + Co. KG
TRUMPF Director a director of TRUMPF
TRUMPF International TRUMPF International
Beteiligungs-GmbH registered in
Stuttgart with registered
number HRB 200753
TRUMPF International Director a director of TRUMPF
International
UK or United Kingdom the United Kingdom of Great
Britain and Northern Ireland
UKLA or UK Listing Authority the FSA acting in its capacity
as competent authority for the
purpose of Part VI of FSMA
United States or US the United States of America,
its territories and
possessions, any state of the
United States and the District
of Columbia
All references to legislation in this Announcement are to English legislation, unless the contrary is indicated. Any reference to any
provision of any legislation includes any amendment, modification, re-enactment or extension thereof.
The singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine or neutral
genders.
References to "�", "Sterling", "p", "penny" and "pence" are to the lawful currency of the United Kingdom.
References to "EUR" and "Euro" are to the lawful currency of those members of the European Union that have joined the Economic and
Monetary Union.
References to time are to London time.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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