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FLSmidth in negotiations to acquire Australian company Ludowici

Copenhagen-based minerals processing giant FLSmidth has entered into an agreement with the Australian listed company Ludowici Ltd in relation to its proposal to acquire all of the shares of Ludowici at a price of AUD 7.20 per share, corresponding to an enterprise value of approximately AUD 267m on cash and debt free basis. The price would be reduced by any dividends that Ludowici pays to its shareholders prior to completion.

Ludowici is the world's leading provider of coal centrifuges, vibrating screens and complementary wear resistant products and services for the minerals industries. Headquartered in Brisbane, Australia, Ludowici has a strong presence in many major mining countries such as Australia, South Africa, India, China, Chile, Peru and the US. The company employs approximately 1,000 people globally and is listed on the Australian Securities Exchange.

For the twelve months ended on 30 June 2011, Ludowici reported turnover of AUD 211.9m, EBITDA of AUD 25.5m and EBIT of AUD 18.9m. For the financial year ending 31 December 2011 FLSmidth expects, based on publically available information, Ludowici to have generated proforma EBITDA of approximately AUD 28m and proforma EBIT of approximately AUD 22m, including full year effect of the 2011 acquisitions of the two companies Meshcape and Amseal. Ludowici will publish their 2011 results in late February 2012. A price of AUD 7.2 per share represents a premium of 106% over the current share price of AUD 3.50 and equals an implicit EV/EBITDA-multiple in 2011 of 9.5, based on the above expectations.

Subject to satisfactory completion of due diligence and agreement on the final terms of the acquisition, FLSmidth and Ludowici anticipate executing the Scheme Implementation Agreement within 7 weeks, with the scheme of arrangement being considered by Ludowici's shareholders in May 2012.



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