PR Newswire
Jul 14, 2006 09:21 ET

The Manitowoc Company, Inc. Statement Regarding Possible Offer for Enodis plc

MANITOWOC, Wis., July 14 /PRNewswire-FirstCall/ -- The Manitowoc Company, Inc. ("Manitowoc" or the "Company") (NYSE:MTW) notes today's announcement by Enodis plc ("Enodis"). It confirms that, following discussions and the exchange of certain preliminary information, it has submitted to the Board of Enodis a revised indicative, non-binding proposal. This proposal is subject to certain conditions which include due diligence, a recommendation by the Board of Enodis, and final financing arrangements.

Terry D. Growcock, Manitowoc's Chairman and Chief Executive Officer, said, "This possible offer is consistent with the strategic direction of Manitowoc's Foodservice segment."

Manitowoc reserves the right to waive all or any of the preconditions set out in this announcement. This announcement does not amount to a firm intention to make an offer or pre-conditional offer. Accordingly, there can be no certainty that an offer or pre-conditional offer will be made or of the terms relating to such an offer or pre-conditional offer.

About The Manitowoc Company, Inc.

The Manitowoc Company, Inc. is one of the world's largest providers of lifting equipment for the global construction industry, including lattice-boom cranes, tower cranes, mobile telescopic cranes, and boom trucks. As a leading manufacturer of ice-cube machines, ice/beverage dispensers, and commercial refrigeration equipment, the company offers the broadest line of cold-focused equipment in the foodservice industry. In addition, the company is a leading provider of shipbuilding, ship repair, and conversion services for government, military, and commercial customers throughout the U.S. maritime industry.

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of Enodis, all "dealings" in any "relevant securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which any offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Enodis, they will be deemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of Enodis by Manitowoc or The Middleby Corporation or Enodis, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at http://www.thetakeoverpanel.org.uk/ . "Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel. JPMorgan Cazenove, which is authorised by the Financial Services Authority, is acting exclusively for Manitowoc and no one else in connection with the matters described above and will not be responsible to anyone other than Manitowoc for providing the protections afforded to clients of JPMorgan Cazenove or for providing advice in relation to any matters referred to in this announcement.