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COPENHAGEN (Scrap Monster): FLSmidth, Denmark’s leading supplier of mining equipments has today entered into an process agreement with the Australian listed company Ludowici Limited 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.

Under the Process Agreement, the Board of Ludowici has granted FLSmidth access to perform a confidential due diligence investigation and the parties have agreed to negotiate the terms of a detailed Scheme Implementation Agreement, reflecting the key commercial terms which have been agreed in the Process Agreement.

The Board of Directors of Ludowici has unanimously resolved to recommend the proposed transaction to Ludowici's shareholders subject to there being no superior proposal and an independent expert concluding that the scheme is in the best interests of the shareholders, assuming that a Scheme Implementation Agreement is signed after completion of due diligence by FLSmidth.

Ludowici Investments Pty Limited and Julian Ludowici and the other Ludowici Directors, who together control approximately 22% of the outstanding shares of Ludowici, have confirmed that, in the absence of a superior proposal, they will support the scheme and, if a Scheme Implementation Agreement is signed, they will vote their shares in favour of the proposed transaction.

FLSmidth's proposed acquisition of the shares in Ludowici is subject to a number of conditions, including satisfactory completion of due diligence by FLSmidth, execution of a Scheme Implementation Agreement, approval of the scheme of arrangement by the shareholders of Ludowici, absence of significant negative events, and all necessary regulatory approvals.
 
The proposed transaction would be effected by way of a scheme of arrangement pursuant to Australian law and would as such be subject to the approval of Ludowici's shareholders and the Australian courts. This process is often used in connection with acquisitions of Australian listed companies.
Over the coming weeks, FLSmidth will conduct commercial, financial and legal due diligence and negotiate the transaction documents, including a Scheme Implementation Agreement with the Board of Directors of Ludowici.

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.