REG-EAG Limited Recommendation of the increas
Released: 22/08/2008
com:20080822:RnsV8750B
.
RNS Number : 8750B
EAG Limited
22 August 2008
Not for release, publication or distribution, in whole or in part, in, into or
from Canada, Australia, Japan or any other jurisdiction where to do so would
constitute a violation of the relevant laws of such jurisdiction
EAG Limited
("EAG" or the "Company")
Recommendation of the increased cash offer by EAG, Inc.
On 18 July 2008, the Board of EAG, Inc. ("EAGI"), a company formed at the
direction of Odyssey Investment Partners Fund III, LP, and the Independent
Directors of EAG (the "Independent Directors") announced the terms of a
recommended cash offer of 110 pence per EAG Share, to be made by EAGI, to
acquire the entire issued and to be issued share capital of EAG other than the
Acquired Shares (the "Initial EAGI Offer"). That offer was subsequently made by
EAGI in the formal offer document despatched to EAG Shareholders on 25 July 2008
(the "Initial EAGI Offer Document").
On 30 July 2008, SVTC Technologies, LLC ("SVTC") announced a cash offer to be
made by SVTCA, LLC ("SVTC Bidco"), a wholly owned subsidiary of SVTC, for all of
the issued and to be issued share capital of EAG at a price of 120 pence per EAG
Share (the "SVTC Bidco Offer"). That offer was then made by SVTC Bidco in the
formal offer document despatched to EAG Shareholders on 7 August 2008.
Subsequently, on 8 August 2008, the Independent Directors announced that they
had withdrawn their recommendation in respect to the Initial EAGI Offer and were
unanimously recommending that EAG Shareholders accept the SVTC Bidco Offer.
On 13 August 2008, EAGI announced an increased cash offer to acquire the entire
issued and to be issued share capital of EAG, other than the Acquired Shares, at
a price of 130 pence per EAG Share (the "Increased EAGI Offer").
Further to the announcement made by the Company on 14 August 2008, the
Independent Directors note the announcement made earlier today by EAGI that it
has now posted the formal offer document in relation to the Increased EAGI Offer
(the "Increased EAGI Offer Document") to EAG Shareholders.
The Independent Directors and its advisers have reviewed the terms and
conditions of the Increased EAGI Offer set out in the Increased EAGI Offer
Document and have found that those terms and conditions are substantially the
same as those set out in the Initial EAGI Offer Document, save as regards the
price offered by EAGI for each EAG Share and the timetable for the Increased
EAGI Offer which converges on the timetable for the SVTC Bidco Offer.
Accordingly, following the posting of the Increased EAGI Offer Document, and in
view of the premium which the Increased EAGI Offer represents to the SVTC Bidco
Offer, the Independent Directors, who have been so advised by Lazard and Numis,
consider the terms of the Increased EAGI Offer to be fair and reasonable and
recommend it to EAG Shareholders. In providing advice to the Independent
Directors, Lazard and Numis have taken into account the commercial assessments
of the Independent Directors.
Accordingly, the Independent Directors have withdrawn their recommendation in
respect of the SVTC Bidco Offer and unanimously recommend that EAG Shareholders
accept the Increased EAGI Offer.
The Independent Directors confirm that no inducement fee arrangement was entered
into with SVTCA, LLC in relation to the SVTC Bidco Offer and therefore no
inducement fee is payable as a result of this change of recommendation. In
addition, the Independent Directors confirm that no inducement fee arrangement
has been entered into with EAGI in relation to the Increased EAGI Offer.
The Independent Directors welcome the approach to the offer timetable adopted in
the Increased EAGI Offer Document which should ensure that if any subsequent
SVTC Bidco counteroffer is made, it will run to the same timetable as the
Increased EAGI Offer and in particular provides that, absent a third party
making a separate offer, neither EAGI nor SVTC Bidco may announce a revised
offer after 22 September 2008.
A letter from the Independent Directors setting out, inter alia, the reasons why
the Independent Directors are recommending EAG Shareholders to accept the
Increased EAGI Offer will be despatched to EAG Shareholders shortly.
Enquiries:
EAG Tel: +44 7785 324 384
Ian Johnson - Chairman of the committee of Independent
Directors of EAG
Lazard (nominated adviser and joint financial adviser to Tel: +44 20 7187 2000
EAG)
Francis Smedley
Nick Fowler
Numis (joint financial adviser and broker to EAG) Tel: +44 20 7260 1000
Brent Nabbs
James Black
Citigate Dewe Rogerson (PR adviser to EAG) Tel: +44 20 7638 9571
Kevin Smith
Lindsay Noton
Lazard, which is authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for EAG and no one else in connection
with the Initial EAGI Offer, the SVTC Bidco Offer and the Increased EAGI Offer
(together, the "Offers") and will not be responsible to anyone other than EAG
for providing the protections afforded to its clients or for providing advice in
connection with the Offers or in connection with the matters described in this
announcement or any transaction or arrangement referred to herein.
Numis, which is authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for EAG and no one else in connection
with the Offers and will not be responsible to anyone other than EAG for
providing the protections afforded to its clients or for providing advice in
connection with the Offers or in connection with the matters described in this
announcement or any transaction or arrangement referred to herein.
This information is provided by RNS
The company news service from the London Stock Exchange
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