ESG Holding Company Inspicio plc receives Recommended Cash Offer
14 December 2007 - ESG Holding Company Inspicio plc (INP) is pleased to announce that it has today reached agreement on the terms of a recommended cash offer from 3i (via a newly incorporated company, Angus Newco) for the entire issued and to be issued share capital of Inspicio. This is a cash offer and the Independent Directors of the Inspicio Board consider the terms of the Offer to be fair and reasonable and unanimously recommend that Inspicio Shareholders accept the Offer, and that Independent Shareholders vote in favour of the Resolution at the General Meeting.
Commenting on the Offer, Mark Silver, Inspicio Chief Executive Officer said:
"3i clearly sees the growth potential of our business and recognises that we have opportunities for organic growth through our global geographic network as well as further acquisition opportunities in this very fragmented market. They are fully committed to investing in the growth of the company for the long term, which will enable us to exploit fully the growth opportunities in the global testing and inspection market."
To view the full announcement visit the Inspicio web site www.inspicio.com
About Inspicio
Inspicio was admitted to AIM in April 2005 as a newly incorporated company and was established to acquire and manage market leading organisations in testing, inspection and performance conformity markets in the UK and internationally. Since admission, Inspicio has made four major acquisitions: Inspectorate Limited a global leader in the testing and inspection of traded commodities; Environmental Services Group Limited, a leading provider of environmental testing services; Eclipse Scientific Group Limited, the UK's leading food, drink, chemistry and microbiology testing business; and Scientifics Limited, one of the UK's leading independent analytical testing and consultancy businesses. Inspicio now has over 6,500 employees and operates in more than 125 countries.
About 3i
3i is a world leader in private equity and venture capital and invests across Europe, the United States and Asia. 3i was established in 1945, listing on the London Stock Exchange in 1994. It is a constituent of the FTSE 100 index. 3i manages over £8.2 billion of assets (as at 30 September 2007) comprising its own balance sheet of around £5.1 billion and private equity limited partnerships of £2.5 billion, invested alongside 3i and quoted Infrastructure and Quoted Private Equity investment companies of £0.6bn (excluding 3i's own participation in these vehicles). Recent investments made by 3i within the testing and inspection sector include Group Carso (leading French food testing business), Sampletest (Spanish lab-based clinical analysis business) and Inspecta (Finnish testing and inspection business).
This document is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to this document or otherwise. The Offer will be made solely by the formal offer document containing the Offer, when issued, which will contain the full terms and conditions of the Offer.
Unless otherwise determined by Angus Newco or required by the UK Takeover Code and permitted by applicable law and regulation, the Offer is not being, and will not be, made, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality (including, without limitation, electronic mail, facsimile transmission, telex, telephone, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facility of a national state or other securities exchange of the United States, Canada, Australia or any other jurisdiction in which to do so would contravene any law, rule or regulation and will not be capable of acceptance by any such use, means, instrumentality or facility or from within the United States, Canada, Australia or any other jurisdiction in which to do so would contravene any law, rule or regulation. Acceptances of the Offer from any of the jurisdictions or by anyone resident or located in any of them will be invalid unless Angus Newco decides otherwise.
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