ALS LIMITED — M&A Activity 2010

Sep 12, 2010

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ABN 23 063 332 516
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JOINT ANNOUNCEMENT

CAMPBELL BROTHERS ANNOUNCES CONDITIONAL REVISED TAKEOVER OFFER FOR AMMTEC AMMTEC DIRECTORS RECOMMEND REVISED OFFER

13 September 2010

HIGHLIGHTS

• A conditional revised offer has been agreed between Campbell Brothers, its subsidiary, ALS, and Ammtec (“Revised Offer”). Key aspects of the Revised Offer are:

• Ammtec shareholders will receive $3.85 cash (an increase of 5 cents) per Ammtec share or 4 Campbell Brothers shares for every 33 Ammtec shares;

• Campbell Brothers will consent to Ammtec paying an 11 cent fully franked FY2010 final dividend and a conditional 10 cents special dividend;

• The Revised Offer reflects total value to Ammtec shareholders of $4.06 under the cash offer and $4.08 under the alternative share offer,[1] inclusive of the final dividend and special dividend;

• Eligible Ammtec shareholders may also benefit from up to 9 cents in franking credits for a total potential value of up to $4.15 under the cash offer and $4.17 under the alternative share offer;[2]

• Consideration under the Revised Offer will be final, in the absence of a superior proposal; and

• The Revised Offer will be subject to a 90% minimum acceptance condition.

• The Revised Offer will only be available to Ammtec shareholders if Campbell Brothers does not reach a 30% relevant interest by 15 September 2010 and, therefore, does not declare the current offer unconditional in accordance with its previously announced intention.

• Campbell Brothers and Ammtec both recommend Ammtec shareholders take no action until 16 September 2010.

• Ammtec’s Board unanimously recommends Ammtec shareholders ACCEPT the Revised Offer after 15 September 2010, in the absence of a superior offer.

1 Implied value under the alternative share offer is based on the 2 day VWAP for Campbell Brothers shares up to, and including, 10 September 2010.

2 Ammtec will seek a class ruling from the ATO to clarify tax consequences for Ammtec shareholders in relation to the dividend franking credits and capital gains. Expected tax implications (subject to the ATO ruling) will be outlined in the Fourth Supplementary Target’s Statement. See also footnote 1 in relation to the alternative share offer.

Subject to Campbell Brothers Limited (“Campbell Brothers”) not reaching a 30% relevant interest in Ammtec shares by 15 September 2010, Campbell Brothers, its wholly owned subsidiary, Australian Laboratory Services Pty Ltd (“ALS”), and Ammtec Limited (“Ammtec”) have agreed a Revised Offer. The Ammtec Board unanimously recommends that Ammtec shareholders accept the Revised Offer after 15 September 2010, in the absence of a superior offer.

Under the Revised Offer, Ammtec shareholders will receive $3.85 cash for each Ammtec share or, alternatively, 4 Campbell Brothers shares for every 33 Ammtec shares.

Under the Revised Offer:

• The Ammtec Board will bring forward the record date for the 11 cents per share fully franked FY2010 final dividend to 24 September 2010. This FY2010 final dividend will be paid on 29 October 2010; and

• Ammtec will pay a special dividend of 10 cents per share, also with a record date of 24 September 2010. The dividend will be franked to the extent possible. This special dividend will only be paid if the Revised Offer becomes unconditional.

Under the Revised Offer, Campbell Brothers will not object to the payment of the revised FY2010 final dividend previously announced by the Ammtec Board or the payment of the special dividend.

Ammtec Chairman David Macoboy said the Ammtec Board believes the Campbell Brothers Revised Offer, including the FY2010 final dividend and the special dividend, represents fair value for the Company and is in the best interests of all Ammtec shareholders.

“The board unanimously recommends Ammtec shareholders accept the Revised Offer after 15 September 2010, in the absence of a superior proposal,” said Mr Macoboy.

“Each Ammtec director will accept the Revised Offer in respect of the shares they own or control, in the absence of a superior proposal.”

Following recent completion of limited due diligence on Ammtec’s FY2011 forecasts, Campbell Brothers announce that it will extend the offer period by 3 weeks so that it is scheduled to close on 13 October 2010. If Campbell Brothers does not achieve a 30% relevant interest in Ammtec’s shares by 15 September 2010, Campbell Brothers will:

1. Increase the consideration under the cash offer by 5 cents to $3.85 per Ammtec share;

2. Declare the consideration in respect of the Revised Offer final, in the absence of a superior proposal;

3. Declare the Revised Offer unconditional in all respects upon achieving a relevant interest of 90% in Ammtec. Campbell Brothers retains the right to declare the Revised Offer unconditional at lower relevant interest levels if it so chooses but will not declare the Revised Offer unconditional prior to 24 September 2010, other than in the event of a competing proposal, in which case it will undertake not to register any transfers in respect of the shares of accepting Ammtec shareholders until after 24 September 2010;

4. Where the Revised Offer becomes unconditional, accelerate payment of the consideration payable under the cash offer and the alternative share offer to 5 business days after the later of receipt of acceptance and the Revised Offer becoming unconditional (except in the case where the acceleration would lead to transfers being registered prior to 24 September 2010); and

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1. Waive its rights under the Bidder’s Statement to reduce the amount of the consideration due to Ammtec shareholders by an amount equivalent to the FY2010 final dividend. Once the Revised Offer is unconditional, it will also waive its rights to reduce the consideration by an amount equivalent to the special dividend.

Under the Revised Offer, Ammtec has also given a commitment to Campbell Brothers to deal exclusively with it in the absence of a superior offer, to notify Campbell Brothers of any competing proposals and to provide Campbell Brothers the right to match in the event of an alternative offer being made. The terms of this agreement are included as an annexure to this announcement.

As at 10 September 2010, Campbell Brothers had a relevant interest of 14.62% in Ammtec, the largest single interest in Ammtec shares.

Campbell Brothers strongly believes that the Revised Offer represents significant value for Ammtec shareholders given:

• The increased cash offer value of $4.06 per Ammtec share – including the final and special dividends – represents a 62% premium to Ammtec’s closing price of $2.51 on 18 May 2010, the last trading day prior to announcement of ALS’ intention to make an offer for Ammtec;

• The alternative share offer of 4 Campbell Brothers shares for every 33 Ammtec shares implies a value of $3.87 per Ammtec share based on the 2 day VWAP for Campbell Brothers shares up to, and including, 10 September 2010. Including the final and special dividends, the total implied value to Ammtec shareholders is $4.08 per share or a 63% premium; and

• In both cases, eligible Ammtec shareholders may also benefit from up to 9 cents in franking credits attached to the FY2010 final dividend and the special dividend. For those that can take advantage of these potential franking credits, the Revised Offer may equate to potential value of up to $4.15 under the cash offer and $4.17 under the alternative share offer.[3]

Campbell Brothers Managing Director, Greg Kilmister, said:

“We are very pleased with the Ammtec Board’s decision to recommend our Revised Offer. We believe the acquisition offers the opportunity to roll‐out Ammtec’s metallurgical testing capability throughout Campbell Brothers’ established global network and look forward to working with Ammtec and leveraging the combined expertise of both companies to pursue new business initiatives.

Ammtec shareholders who choose to receive Campbell Brothers shares by accepting the share offer will have the opportunity to participate in these combined strategic benefits as well as our other Campbell Brothers growth objectives.”

IMPORTANT NOTE: What happens if Campbell Brothers reaches the 30% relevant interest by 15 September 2010?

On 30 August 2010, Campbell Brothers announced it would declare its current offer for Ammtec unconditional if it received sufficient acceptances to have a 30% relevant interest by 15 September 2010.

Should ALS and its associates reach the 30% relevant interest threshold by 15 September 2010, the current offer (as announced by Campbell Brothers on 30 August 2010) will be declared unconditional. Ammtec shareholders who have accepted the cash offer will receive their cash

3 Refer to footnote 2.

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consideration within 5 business days and will be ineligible for the Ammtec FY2010 final dividend should they cease to be a shareholder in Ammtec prior to the current 15 October 2010 record date.

The Revised Offer, as outlined above, including the increased cash offer and the agreement from Campbell Brothers to the special dividend, will also not be available to Ammtec shareholders.

In these circumstances, the Ammtec Board will continue to recommend remaining shareholders reject the current offer.

Therefore, in order to access the improved Revised Offer from Campbell Brothers, Ammtec shareholders should HOLD BACK FROM ACCEPTING THE OFFER until on or after Thursday 16 September 2010.

Further Information

Further information will be provided to Ammtec shareholders following determination of the level of acceptances up to and including Wednesday, 15 September 2010. If Campbell Brothers does not achieve a 30% relevant interest in Ammtec shares, a Fifth Supplementary Bidder’s Statement and Acceptance Form followed by a Fourth Supplementary Target’s Statement will be dispatched to all Ammtec shareholders. These documents will contain more details on the Revised Offer and instructions for shareholders who wish to accept.

Ammtec will also seek a class ruling from the ATO to clarify tax consequences for Ammtec shareholders in relation to the dividend franking credits and capital gains. Expected tax implications (subject to the ATO ruling) will be outlined in the Fourth Supplementary Target’s Statement.

Any questions in relation to the offer should be directed to:

• Campbell Brothers’ offer information line on 1800 643 977 (toll free) (within Australia) or +61 2 8256 3363 (normal charges apply) (outside of Australia). The Campbell Brothers offer information line is open between 7.00am and 5.00pm Perth time during the offer period, or

• Ammtec’s offer information line on 1800 810 869 (toll free) (within Australia) or +61 2 8280 7179 (normal charges apply) (outside of Australia). The Ammtec offer information line is open between 7.30am and 7.30pm Australian Eastern Standard Time during the offer period.

J.P.Morgan Australia Limited is acting as financial adviser and Minter Ellison is acting as legal adviser to Campbell Brothers. Azure Capital is acting as financial adviser and Steinepreis Paganin is acting as legal adviser to Ammtec.

‐ENDS‐

Further information: Shareholders: Greg Kilmister Managing Director Campbell Brothers Limited +61 (7) 3367 7900 Media: John Gardner MAGNUS Investor Relations +61 (2) 8999 1001 +61 413 355 997

Rod Smith Managing Director Ammtec Limited +61 (8) 9344 2416

John McGlue FD Third Person +61 (8) 9386 1233 +61 417 926 915

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Annexure

1. General exclusivity undertaking

Subject to the fiduciary exception described in paragraph 2 below, Ammtec agrees not to, and must use its best endeavours to ensure that each of its directors and officers do not, directly or indirectly:

• (a) knowingly encourage (including, without limitation, by the provision of non public information) any inquiry, expression of interest, offer or proposal or discussions by any person that may result in a transaction under which any person or persons other than Australian Laboratory Systems Pty Ltd ( ALS ) and its related bodies corporate acquiring voting power of more than 30% in Ammtec ( Competing Proposal ); or

• (b) participate in any negotiations or discussions or provide any information to any person with respect to any inquiry, expression of interest, offer or proposal by any person to make a Competing Proposal,

( Exclusivity Undertaking ).

2. Fiduciary exception

Paragraph 1(b) above does not prohibit any action or inaction by Ammtec or any of its directors or officers, including without limitation:

• (a) furnishing information with respect to Ammtec and to any person pursuant to a customary confidentiality agreement;

• (b) participating in discussions or negotiations with such person regarding any Competing Proposal; and

• (c) approving any letter of intent, agreement in principle, acquisition agreement or similar agreement relating to any Competing Proposal,

if compliance with paragraph 1(b) would, in the opinion of Ammtec’s directors reasonably formed in good faith, be likely to constitute a breach of any of the fiduciary and statutory duties owed by the directors to Ammtec and its members and provided Ammtec gives ALS not less than 72 hours to match any Competing Proposal.

3. Notification

• (a) Subject to clause paragraph 3(b) below and paragraph 5, Ammtec must immediately:

• (i) notify ALS in writing of any approach, inquiry or proposal made to, or any attempt to initiate discussions or negotiations with Ammtec or any director or officer of Ammtec, regarding a potential Competing Proposal; and

• (ii) notify ALS in writing of any request for information relating to Ammtec or any of their businesses or operations or any request for access to Ammtec’s books or records which Ammtec has reasonable grounds to suspect may relate to a current or future Competing Proposal,

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and such notice must include material terms of the Competing Proposal.

• (b) Ammtec is not required to comply with paragraph 3(a) above if to do so would, in the opinion of Ammtec’s directors reasonably formed in good faith, be likely to constitute a breach of any of the fiduciary and statutory duties owed by the directors to Ammtec and its members.

4. Compliance with law

If a court or the Takeovers Panel determines that any obligation of Ammtec under the Exclusivity Undertaking:

• (a) constituted, or constitutes, or would constitute, a breach of the any of the fiduciary and statutory duties owed by the directors to Ammtec and its members; or

• (b) constituted, or constitutes, or would constitute, unacceptable circumstances within the meaning of the Corporations Act 2001 (Cth); or

• (c) was, or is, or would be, unlawful for any other reason,

then, to that extent, Ammtec will not be obliged to comply with that provision.

5. Exclusivity ceases

Ammtec has no obligation under the Exclusivity Undertaking where:

• (a) ALS withdraws the offer to acquire all of Ammtec’s shares (including the Revised Offer described in this announcement) ( Offer ); or

• (b) the Offer closes without satisfying any defeating conditions described in section 10.8 of the Bidder’s Statement dated 5 July 2010.

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