Stmt re: Merger Discussions
Harrier Group PLC
05 October 2004
Harrier Group PLC
Articon Integralis AG
Discussions relating to the merger of trading operations
It was announced on 29 July 2004 that the boards of Harrier Group plc
('Harrier') and Articon Integralis AG ('AIAG') were in discussions with a view
to Harrier acquiring the business and certain assets forming the business of
Integralis GmbH, to form Harrier Integralis PLC, a UK holding company which was
to be admitted to trading on AIM. As this transaction was to be classified as a
reverse takeover under the AIM Rules, Harrier's shares were suspended from
trading on AIM pending the publication of an AIM admission document.
The boards of both Harrier and AIAG continue to believe that the combination of
their businesses makes sound financial and strategic sense. However, the
proposed transaction structured as previously envisaged created a number of
concerns amongst a significant minority of AIAG shareholders making it clear
that they would not support that particular transaction.
Nevertheless, the boards of Harrier and AIAG are now considering alternative
methods of combining their businesses under different structures. Under active
consideration are the following possible structures:
•A recommended takeover offer for Harrier by AIAG.
•The acquisition of the business and certain assets of Harrier by AIAG.
•A recommended takeover offer for AIAG by Harrier. This transaction would,
if completed, be classified as a reverse takeover under AIM Rules and
therefore the current suspension of trading in Harrier's shares on AIM will
continue.
At present, the boards of Harrier and AIAG are not able to determine whether any
of the above will be capable of being structured and agreed by them and their
shareholders but undertake that they will report to their shareholders by not
later than 1 November 2004 on progress made in this regard.
In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, the
company confirms that, as at close of business on 4 October 2004, it had in
issue 29,310,365 shares of 1 pence each.
The international Securities Identification Number for these shares is
GB0008823493.
Contacts:
Jim Stoddart, Harrier Group plc 01256 760 081
Mark Silver, Articon Integralis AG + 44 118 930 6060
Juliet Machan, Articon Integralis AG +44 7768 283074
Adam Hart/Jonathan Marren, KBC Peel Hunt 020 7418 8900
This information is provided by RNS
The company news service from the London Stock Exchange