Essen, Germany, June 18, 2012 — Elster Group SE confirms that it is in discussions with Melrose PLC regarding a potential agreement pursuant to which, among other things, Melrose would make an all cash offer for all outstanding shares of Elster at $20.50 per American Depositary Share, or about $2.3 billion in aggregate on a fully diluted basis.
Melrose is currently conducting due diligence and has informed Elster that it is in the process of putting in place firm financing. Elster was informed by Rembrandt Holdings S.A., Elster's largest shareholder, that it entered into an agreement with Melrose that requires Rembrandt, subject to certain conditions, to enter into a tender agreement under which, again subject to certain conditions, it would tender its entire stake in Elster into Melrose's offer if such an offer is announced and is completed, and — under certain circumstances — to pay Melrose a termination fee if Melrose's offer is unsuccessful and Rembrandt thereafter accepts another offer for its stake in Elster.
The administrative board of Elster is in the process of evaluating whether the proposal is in the best interest of Elster and its stakeholders. There can be no assurances that any transaction will occur, or if it does, what the terms of such transaction would be.
Elster is an electricity, gas and water measurement and control provider. Its offerings include distribution monitoring and control, advanced smart metering, demand response, networking and software solutions, and numerous related communications and services — key components for enabling consumer choice, operational efficiency and conservation. Its products and solutions are widely used by utilities in the traditional and emerging smart grid markets.
Elster has more than 200 million metering devices deployed over the course of the last 10 years. It sells its products and services in more than 130 countries across electricity, gas, water and multi-utility applications for residential, commercial and industrial, and transmission and distribution applications.