Business
Fluid Music announces supported take-over bid for Somerset Entertainment Income Fund
Fluid Music announces supported take-over bid for Somerset Entertainment Income Fund
About this update from Maximus Metals, Inc.
[{"type":"text","content":"\n\n\n\nOct. 13, 2009 (Canada NewsWire Group) -- TORONTO, Oct. 13 /CNW/ -- Fluid Music Canada, Inc. (TSX: FMN) and Somerset Entertainment Income Fund (TSX: SOM.UN) announced today that they have entered into an agreement contemplating the acquisition by Fluid of all of the issued and outstanding Somerset trust units, on a fully diluted basis.Highlights of the Transaction- Fluid will offer to acquire all of the outstanding Somerset trustunits, on a fully-diluted basis, in consideration for, at theelection of the tendering holder: (a) $2.12 in cash per unit,representing a premium of approximately 23.5% based on the averageclosing price of the units on the TSX for the 20 trading days endedOctober 9, 2009; (b) 1.1 common shares of Fluid; or (c) 0.003 of a$1,000 principal amount 8.0% convertible unsecured debenture due 3years following the date that such debentures are first issued.- Unitholders holding approximately 66% of the issued and outstandingunits, on a fully-diluted basis, have entered into lock-up agreementswith Fluid pursuant to which they have agreed to tender their unitsto the offer; including each of Mr. Andy Burgess (President and ChiefExecutive Officer of Somerset) and Mr. Gordon Gibson (Chief CreativeOfficer of Somerset) who collectively own or control approximately20% of the issued and outstanding units on a fully diluted basis.- The Somerset Board of Trustees, after consultation with its financialand legal advisors, has determined that the cash offer is fair and inthe best interests of the Fund and its unitholders and, accordingly,unanimously recommends that unitholders accept the cash offer andtender their units to the offer.- TD Securities Inc., the Fund's financial advisor, has provided anopinion to the Somerset Board of Trustees that the cash considerationis fair, from a financial point of view, to Somerset's unitholders.\"The merger of Fluid and Somerset represents a significant strategic step forward for the two of us,\" said Mr. Lorne Abony, President and Chief Executive Officer of Fluid. \"Beyond the synergies we expect from combining Fluid's large and relatively low-royalty music catalogue with Somerset's existing distribution base; together, Fluid and Somerset should be well positioned to take \"first mover\" advantage of the significant on-line specialty music opportunity.\"Somerset is the leading produc...