Supplement II to the Offer Document - Extension of the Offer Period
Supplement II to Offer Document dated 19 April 2012 concerning the voluntary public offer to the Shareholders and Warrant Holders of Thrane & Thrane A/S, as amended by Supplement I dated 3 May 2012.
Definitions used in this Supplement II shall have the same meaning as set forth in the Offer Document.
Summary of the amendments: Clause 1.6 and 3.4: Offer Period: The Offer Period is extended by four weeks to end on Monday, 18 June 2012.
On 19 April 2012, Lockman Electronic Holdings, being a wholly owned subsidiary of Cobham, made a voluntary public offer to the Shareholders and Warrant Holders of Thrane & Thrane pursuant to the terms and conditions of the Offer Document. On 3 May 2012, Lockman Electronic Holdings announced Supplement I to the Offer Document.
In the light of information received from Thrane & Thrane, Lockman Electronic Holdings has proceeded to ensure that customary merger clearance filings have been made. Pursuant to Section 3.9 (v) of the Offer Document (and corresponding footnote 2), the Offer is subject to the conclusion of required merger control proceedings, as Lockman Electronic Holdings will make mandatory filings in jurisdictions where it knows that filings are necessary.
Due to the outstanding matters specified above, Lockman Electronic Holdings has decided to extend the Offer Period by four weeks. The Offer Period will expire on 18 June 2012, at 20:00 CET (for Shareholders) and at 12:00 noon CET (for Warrant Holders). However, the Offer Period may be extended by publication of a Supplement in accordance with Section 15 of the Danish Takeover Order and as set forth in this Offer Document.
The announcement of the result of the Offer is expected to be issued no later than Thursday, 21 June 2012. Lockman Electronic Holdings expects that settlement will be effected on or prior to Monday, 25 June 2012.
All other terms and conditions of the Offer as set forth in the Offer Document and Supplement I remain unchanged.
Shareholders and Warrant Holders of Thrane & Thrane who have already submitted the acceptance form, do not need to take any further action. Shareholders and Warrant Holders of Thrane & Thrane who have not submitted the acceptance form, wishing to accept the Offer, as revised by Supplement I and this Supplement II, should follow the instructions set out in section 3.5 and section 3.6 of the Offer Document.
This Supplement II shall be read in connection with the Offer Document, Supplement I and related documents. These documents contain important information.
Dorset, 21 May 2012
On behalf of Lockman Electronic Holdings
John F. Devaney
Executive Chairman, Cobham plc
Warren G. Tucker
Director, Lockman Electronic Holdings Ltd.
Important Notices
No legal or natural persons are authorized to give any information or to make any representation on behalf of Lockman Electronic Holdings or Cobham on the Offer not contained in this Supplement II. If given or made, such information or representation cannot be relied on as having been authorized by Lockman Electronic Holdings or Cobham. The making of this Offer shall not under any circumstances imply in any way that there has been no change in the affairs of Cobham, Lockman Electronic Holdings or Thrane & Thrane since the date of the Offer Document, Supplement I or this Supplement II or that the information in the Offer Document, Supplement I or this Supplement II or in the documents referred to herein is correct as of any time subsequent to the date hereof or thereof.
The Offer is not being made directly or indirectly in, into or from Canada, Australia, Japan or South Africa or any other Restricted Jurisdiction, and the Offer does not apply and cannot be accepted from within Canada, Australia, Japan or South Africa or any other Restricted Jurisdiction.
This Supplement II has been prepared in Danish and English. In case of inconsistencies between the two versions, the Danish text shall prevail.
This Supplement II may contain statements relating to future matters or occurrences, including statements on future results, growth or other forecasts on developments and benefits in connection with the Offer. Such statements may generally, but not always, be identified by the use of words such as “anticipates”, “assumes”, “expects”, “plans”, “will”, “intends”, “projects”, “estimates” or similar expressions. Forward-looking statements, by their nature, involve risks and uncertainty as they relate to events and depend on circumstances occurring in the future. There can be no assurance that actual results will not differ, possibly materially, from those expressed or implied by such forward-looking statements due to many factors, many of which are outside of the control of Cobham, Lockman Electronic Holdings or Thrane & Thrane, including the effect of changes in general economic conditions, the level of interest rates, fluctuation in the demand for Cobham or Thrane & Thrane products, competition, technological developments, employee relations, regulation, foreign currency exchange rates and the potential need for increased capital expenditures (including those resulting from increased demand, new business opportunities and development of new technologies) and failure to achieve the expected benefits of the proposed combination of Cobham and Thrane & Thrane.
