Business
Fluid Music successfully acquires 100% of Somerset Entertainment Income Fund
Fluid Music successfully acquires 100% of Somerset Entertainment Income Fund
About this update from Maximus Metals, Inc.
[{"type":"text","content":"\n\n\n\nNov. 25, 2009 (Canada NewsWire Group) -- TORONTO, Nov. 25 /CNW/ -- Fluid Music Canada, Inc. (\"Fluid\") (TSX: FMN) and Somerset Entertainment Income Fund (\"Somerset\") (TSX: SOM.UN) jointly announced today that Fluid has acquired 100% of Somerset.Pursuant to Fluid's previously announced take-over bid for Somerset (the \"Offer\"), 13,397,304 Somerset trust units and 3,318,231 Class B LP Units of Somerset Entertainment Limited Partnership (representing approximately 93.8% of Somerset's outstanding units on a fully-diluted basis (\"Units\")) were deposited to the Offer and taken up by Fluid thereunder. The Offer expired at 6:00 p.m. (Toronto time) on November 25, 2009, all of the conditions of the Offer having then been satisfied.As contemplated by Fluid's take-over bid circular issued in connection with the Offer, immediately thereafter, a special resolution was passed amending the Somerset Declaration of Trust to permit Fluid to acquire all of the Units held by non-tendering unitholders immediately on giving the requisite notice to such registered non-tendering unitholders of same (the \"Compulsory Acquisition\"). Having contemporaneously delivered such notice, those Units held by non-tendering unitholders were thereupon deemed to have been immediately transferred to Fluid and such non-tendering unitholders were deemed to have ceased to have any rights as unitholders other than the right to be paid the same consideration per Unit that Fluid would have paid to the non-tendering unitholders had they tendered their Units to the Offer. Non-tendering unitholders who did not elect the form of consideration that they wished to receive for such transferred units prior to the expiry time of the Offer were deemed to have elected the share consideration.Payment for all such Units acquired pursuant to the Offer and the Compulsory Acquisition will be made on November 26, 2009, comprised of approximately $15,660,832 in cash, 1,340,868 Fluid common shares and $27,561,000 aggregate principal amount of convertible debentures of Fluid.The convertible debentures of Fluid issued pursuant to the Offer and Compulsory Acquisition have been conditionally approved for listing on the Toronto Stock Exchange, subject to Fluid satisfying the usual requirements of the Exchange. It is anticipated that trading of the convertible debentures will commenc...