Cobham plc Withdraws Proposal to Acquire Shares of Thrane & Thrane A/S

Cobham confirms that it has been in discussion over the last year with the Board of Thrane & Thrane with a view to making a recommended offer for the Company. Its proposal, submitted to Thrane & Thrane on 8 February 2012, was at a price of DKK420 per share in cash valuing the entire currently issued share capital of the Company on a fully diluted basis at approximately DKK2,418m (£273m).

The making of such an offer was conditional only on its recommendation by the majority of the Board of Thrane & Thrane and on the Board’s agreement to provide customary support in order to implement the tender offer process. The potential offer would have been subject to the standard terms and conditions for such an offer, but with an acceptance condition of only 50.01 per cent of the shares in Thrane & Thrane.

Cobham’s strategy is to build market leadership positions in its strategic business units by investing in technology, particularly with exposure to commercial market segments, and it has identified Thrane & Thrane as one such potential target. Cobham believes there would be significant benefits from a combination of its SATCOM business with Thrane & Thrane. Cobham’s proposal envisages that Thrane & Thrane would continue to be run by its current management team in Denmark. It would become one of Cobham’s principal global businesses and a focus for future investment.

Cobham was therefore disappointed to note that the Board of Thrane & Thrane has felt unable to recommend its proposal. Cobham has therefore decided to withdraw its proposal to make an offer for Thrane & Thrane.