REG - Balfour Beatty PLCCarillion PLC - Possible Merger - Balfour Beatty and Carillion <Origin Href="QuoteRef">BALF.L</Origin> <Origin Href="QuoteRef">CLLN.L</Origin>

Balfour BeattyAnnouncement

06/09/2014 20:35

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RNS Number : 2939N
Balfour Beatty PLC
24 July 2014 
 
THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO UNDERTAKE ANY
TRANSACTION UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE
"CODE") AND THERE CAN BE NO CERTAINTY THAT ANY TRANSACTION WILL PROCEED, OR AS
TO THE TERMS OF ANY SUCH TRANSACTION, EVEN IF THE PRE-CONDITIONS BELOW ARE
SATISFIED. 
 
FOR IMMEDIATE RELEASE 
 
24 July 2014 
 
Balfour Beatty plc ("Balfour Beatty") and Carillion plc ("Carillion") 
 
Possible Merger 
 
In view of recent media speculation the Boards of Carillion and Balfour Beatty
can confirm that, following an approach from Carillion to Balfour Beatty, they
are engaged in preliminary discussions in relation to a possible merger of
Carillion and Balfour Beatty. 
 
The Boards of Carillion and Balfour Beatty believe that the merger of the two
groups has the potential to create a market leading services, investments, and
construction business of considerable depth and scale. Work is now underway to
develop a strategy and outline business plan for a combined entity,
underpinned by the evaluation of achievable synergies, future financing
arrangements and a number of other essential supporting workstreams. In
evaluating the merits of the merger, the two boards will, inter alia, wish to
be satisfied that such a merger would lead to very significant value creation
for the benefit of both sets of shareholders. 
 
The two parties have agreed that Balfour Beatty's publicly announced sale
process for Parsons Brinckerhoff, which is already underway, will proceed
unaffected by this announcement, subject to achieving acceptable value and
terms. 
 
The Boards of Carillion and Balfour Beatty note that they would only proceed
with a merger if, inter alia, (i) both Carillion and Balfour Beatty were to
conclude due diligence to their satisfaction; and (ii) the Boards of Carillion
and Balfour Beatty were to recommend it to their shareholders. In accordance
with Rule 2.5(c)(i) of the Code, Carillion and Balfour Beatty confirm that the
pre-conditions referenced in (i) and (ii) above must be satisfied prior to the
agreement of any transaction. 
 
No final decision has been reached regarding the structure of any merger.
Accordingly until further notice, for the purposes of the Code, both Balfour
Beatty and Carillion will be treated as offeree companies. 
 
As required by Rule 2.6(a) of the Code each of Carillion and Balfour Beatty
are required, by not later than 5.00 p.m. on 21 August 2014, to either
announce a firm intention to undertake a transaction in accordance with Rule
2.7 of the Code or announce that they do not intend to undertake a
transaction, in which case the announcement will be treated as a statement to
which Rule 2.8 of the Code applies. Either deadline may be extended with the
consent of the Panel in accordance with Rule 2.6(c) of the Code. 
 
A further announcement will be made in due course, as appropriate.  In the
meantime, there can be no certainty that any offer will be made by either
Carillion or Balfour Beatty or as to the terms on which any such offer might
be made. 
 
Enquiries: 
 
 Carillion                                                                 
 John Denning, Director Group Corporate Affairs      +44 (0) 1902 316 426  
                                                                           
 Finsbury (PR Adviser to Carillion)                                        
 James Murgatroyd                                    +44 (0) 207 251 3801  
 Gordon Simpson                                                            
                                                                           
 Balfour Beatty                                                            
 Anoop Kang, Head of Investor Relations              +44 (0) 207 216 6913  
 Patrick Kerr, Director of Corporate Communications  +44 (0) 207 963 4258  
                                                                           
 Maitland (PR Adviser to Balfour Beatty)                                   
 Neil Bennett                                        +44 (0) 207 370 5151  
 Liz Morley                                                                
 
 
Disclosure requirements of the Code: 
 
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of an offeree company or of any securities
exchange offeror (being any offeror other than an offeror in respect of which
it has been announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement of the
offer period and, if later, following the announcement in which any securities
exchange offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in, and rights
to subscribe for any relevant securities of each of (i) the offeree company
and (ii) any securities exchange offeror(s). An Opening Position Disclosure by
a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm
(London time) on the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any securities exchange
offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead make a
Dealing Disclosure. 
 
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror, save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure by a person
to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London
time) on the business day following the date of the relevant dealing. 
 
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3. 
 
Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4). 
 
Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Takeover Panel's website at
http://www.thetakeoverpanel.org.uk, including details of the number of
relevant securities in issue, when the offer period commenced and when any
offeror was first identified. If you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129. 
 
Publication on websites 
 
A copy of this announcement will be made available subject to certain
restrictions relating to persons resident in restricted jurisdictions on
Carillion's website at www.carillionplc.com and Balfour Beatty's website at
www.balfourbeatty.com by no later than 12 noon (London time) on 25 July 2014. 
 
The content of the websites referred to in this announcement is not
incorporated into and does not form part of this announcement. 
 
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. THIS ANNOUNCEMENT DOES NOT
CONSTITUTE A TAKEOVER OFFER OR AN OFFER OF SECURITIES. NO OFFER OR SALE OF
SECURITIES MAY OCCUR IN THE UNITED STATES UNLESS THE TRANSACTION HAS BEEN
REGISTERED UNDER THE US SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR IS
EXEMPT FROM REGISTRATION THEREUNDER. NO SECURITIES HAVE BEEN OR WILL BE
REGISTERED UNDER THE SECURITIES ACT AND THERE WILL BE NO PUBLIC OFFER OF
SECURITIES IN THE UNITED STATES. 
 
This information is provided by RNS
The company news service from the London Stock Exchange