Business
Fluid Music mails offer to Somerset unitholders
Fluid Music mails offer to Somerset unitholders
About this update from Maximus Metals, Inc.
[{"type":"text","content":"\n\n\n\nOct. 20, 2009 (Canada NewsWire Group) -- TORONTO, Oct. 20 /CNW/ -- Fluid Music Canada, Inc. (TSX: FMN) and Somerset Entertainment Income Fund (TSX: SOM.UN) announced today that they have mailed the take-over bid circular and related offer documents and trustees' circular in respect of Fluid's offer to acquire all of the issued and outstanding Somerset trust units, on a fully diluted basis, in consideration for, at the election of the tendering holder: (a) $2.12 in cash per unit, representing a premium of approximately 23.5% based on the average closing price of the units on the TSX for the 20 trading days ended October 9, 2009; (b) 0.003 of a $1,000 principal amount 8.0% convertible unsecured debenture due 3 years following the date that such debentures are first issued; or (c) 1.1 common shares of Fluid. The offer expires at 6:00 p.m. (Toronto time) on November 25, 2009. Fluid and Somerset have also filed copies of the formal offer documents and trustees' circular with Canadian securities regulatory authorities on SEDAR at www.sedar.com and on their respective websites at www.fluidmusic.com and www.somersetent.com.Unitholders holding approximately 66% of the issued and outstanding units, on a fully-diluted basis, have entered into lock-up agreements with Fluid pursuant to which they have agreed to tender their units to the offer; including each of Mr. Andy Burgess (President and Chief Executive Officer of Somerset) and Mr. Gordon Gibson (Chief Creative Officer of Somerset) who collectively own or control approximately 20% of the issued and outstanding units on a fully diluted basis.The Somerset Board of Trustees, after consultation with its financial and legal advisors, has determined that the cash offer is fair and in the best interests of the Fund and its unitholders and, accordingly, unanimously recommends that unitholders accept the cash offer and tender their units to the offer. The Board of Trustees did not consider the share offer or the convertible debenture offer and therefore makes no recommendation with respect to the share offer or convertible debenture offer.TD Securities Inc., the Fund's financial advisor, has provided an opinion to the Somerset Board of Trustees that the cash consideration is fair, from a financial point of view, to Somerset's unitholders.About Fluid Music Canada, Inc.Fluid is a leading p...