REG-EAG Inc Offer Update
Released: 28/08/2008
com:20080828:Rnsb2131C
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RNS Number : 2131C
EAG Inc
28 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
FOR IMMEDIATE RELEASE
28 August 2008
Increased Cash Offer
for EAG Limited
by EAG, Inc.,
a company formed at the direction of
Odyssey Investment Partners Fund III, LP
RECEIPT OF IMPROVED IRREVOCABLE UNDERTAKING
EAGI ENCOURAGES THE REMAINING EAG SHAREHOLDERS TO ACCEPT THE INCREASED CASH
OFFER FOLLOWING SVTC'S INTENTION TO ALLOW ITS OFFER TO LAPSE
Further to the announcement made by EAG, Inc. ("EAGI") on 22 August 2008 in
relation to the posting of the Increased Offer Document to EAG Shareholders and
the extension of its Increased Offer, EAGI is pleased to announce it has
received from American Capital Strategies, Inc ("ACSI") an improved irrevocable
undertaking to accept the Increased Offer. ACSI has granted a new and improved
irrevocable undertaking in favour of EAGI in respect of the 8,275,000 EAG shares
which ACSI holds, which represents approximately 12.4 per cent of the existing
share capital of EAG. This improved undertaking which replaces the irrevocable
undertaking previously announced by EAGI on 18 August 2008, will cease to be
binding only in the event the Increased Offer lapses or is withdrawn. Under the
terms of the improved undertaking, ACSI has agreed to accept the Increased Offer
by no later than 1.00 p.m. on 4 September 2008.
As at the close of business on 27 August 2008, EAGI has, in aggregate,
outstanding firm irrevocable undertakings to accept the Increased Offer or
acceptances of the Increased Offer in respect of, or is a party to Contribution
and Subscription Agreements to acquire, a total of 47,703,617 EAG Shares,
representing approximately 71.5 per cent of the existing issued share capital of
EAG.
In light of SVTC's announcement on 27 August 2008 stating its decision not to
increase its offer and its intention to lapse its offer, EAGI strongly
encourages those EAG Shareholders who have not yet accepted the Increased Offer,
to do so as soon as possible and in any event by 1.00 p.m. on the next closing
date of the Increased Offer on 4 September 2008, so that EAGI can satisfy its
acceptance condition and EAG Shareholders can subsequently receive their
proceeds in a timely fashion.
Terms used, but not defined, in this announcement shall have the same meanings
given to them in the Increased Offer Document.
Enquiries:
EAGI Tel: +1 818 737 1107
Randy Paulson Tel: +1 818 737 1102
William F. Hopkins
Credit Suisse (financial adviser to EAGI) Tel: +44 20 7888 8888
Richard Probert David Whiteley
Kekst and Company (PR adviser to EAGI) Tel: +1 212 521 4802
Mark Semer
Joseph Kuo
Credit Suisse, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for EAGI and no one else in
connection with the Increased Offer and will not be responsible to anyone other
than EAGI for providing the protections afforded to its clients or for providing
advice in relation to the Increased Offer or in relation to the matters
described in this announcement or any transaction or arrangement referred to
herein.
This announcement is not intended to and does not constitute or form any part of
an offer to sell or an invitation to purchase or subscribe for any securities or
the solicitation of an offer to purchase or subscribe for any securities
pursuant to the Increased Offer or otherwise. The Increased Offer will be made
solely through the Increased Offer Document and the New Form of Acceptance,
which will together contain the full terms and conditions of the Increased
Offer, including details of how to accept the Increased Offer. Any acceptance or
other response to the Increased Offer should be made only on the basis of the
information contained in the Initial Offer Document, the Increased Offer
Document, the Form of Acceptance and the New Form of Acceptance.
The release, publication or distribution of this announcement in jurisdictions
other than the UK and Jersey may be restricted by law and therefore any persons
who are subject to the laws of any jurisdiction other than the UK and Jersey
should inform themselves about, and observe, any applicable requirements. Any
failure to comply with the applicable requirements may constitute a violation of
the securities laws of any such jurisdiction. This announcement has been
prepared for the purpose of complying with the laws of the UK and Jersey and the
information disclosed herein may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with the laws of
jurisdictions outside the UK and Jersey.
The Increased Offer will not be made, directly or indirectly, in or into, and
the Increased Offer will not be capable of acceptance from within, Canada,
Australia or Japan or any other jurisdiction if to do so would constitute a
violation of the relevant laws of such jurisdiction. Accordingly, copies of this
announcement are not being, will not be and must not be mailed or otherwise
forwarded, distributed or sent in, into or from Canada, Australia or Japan or
any other such jurisdiction if to do so would constitute a violation of the
relevant laws of such jurisdiction. Any persons (including without limitation
custodians, nominees or trustees) receiving this announcement must not mail,
forward, distribute or send it in, into or from Canada, Australia or Japan or
any other jurisdiction if to do so would constitute a violation of the relevant
laws of such jurisdiction.
This announcement, including information included or incorporated by reference
in this announcement, may contain "forward-looking statements" concerning the
Increased Offer, EAGI and the EAG Group. These statements are based on the
current expectations of the management of EAGI and are naturally subject to
uncertainty and changes in circumstances. Generally the words "will", "may",
"should", "could", "would", "can", "continue", "opportunity", "believes",
"expects", "intends", "anticipates", "estimates" or similar expression identify
forward looking statements. Forward-looking statements involve risk and
uncertainties that could cause actual results to differ materially from those
expressed in the forward-looking statements. Many of these risks and
uncertainties relate to factors that are beyond the companies' abilities to
control or estimate precisely, such as future market conditions and the
behaviours of other market participants. These factors include the satisfaction
of the conditions to the Increased Offer, as well as additional factors, such
as: local and global political and economic conditions; significant price
discounting by competitors; changes in consumer habits and preferences; foreign
exchange rate fluctuations and interest rate fluctuations (including those from
any potential credit rating decline); legal or regulatory developments and
changes; the outcome of any litigation; the impact of any acquisitions or
similar transactions; competitive product and pricing pressures; success of
business and operating initiatives; and changes in the level of capital
investment. Other unknown or unpredictable factors could cause actual results to
differ materially from those in the forward-looking statements. Given these
risks and uncertainties, undue reliance should not be placed on forward-looking
statements as a prediction of actual results. EAGI assumes no obligation and
does not intend to update these forward-looking statements whether as a result
of new information or otherwise, except as required pursuant to applicable law
and regulation.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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