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Published on 4/25/2007 in the Prospect News Special Situations Daily.

Flow International responds to Loeb's offer to buy the company

By Lisa Kerner

Charlotte, N.C., April 25 - Flow International Inc.'s chief executive officer Stephen R. Light and the board of directors replied to shareholder Daniel S. Loeb's April 23 bid to buy the company.

Loeb said he was prepared to make an offer to buy Flow if permitted to work with Light, according to a schedule 13D filing with the Securities and Exchange Commission.

"While I have received many proposals for future employment, with your letter being the most recent, I must tell you that I have no intention of working with any party in the acquisition of the company. Not only does my separation agreement specifically prohibit such a role, but it remains my intention to retire from my CEO position at Flow, as well as my directorship on Flow's board, on the appointment of my successor," Light said in his letter to Loeb.

Board chairman Kathryn L. Munro said in an April 24 letter to Loeb that the board would "give consideration to the issues raised in your letter as we continue the ongoing strategic review with our investment bankers."

The letters from Munro and Light were included in an 8-K filing with the Securities and Exchange Commission.

Loeb, who leads New York investment adviser Third Point LLC, has also been critical of the board and the qualifications of its members, and Third Point has been pushing for the company to retain an investment bank since February.

Third Point is Flow's largest shareholder with a 13.6% controlling stake in the company.

Based in Kent, Wash., Flow develops and manufactures high-pressure water jet technology equipment used for cutting, cleaning and food-safety applications.


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