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Statement re: Merger Approach

Statement re: Merger Approach.

articleStv Group PlcDecember 11, 20065/company/stv-group-plc/news/statement-re-merger-approach
Statement re: Merger Approach

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[{"type":"text","content":"\n SMG PLC\n11 December 2006\n\n\n\n 11 December 2006\n\n\n For immediate release\n\n SMG plc\n\n Statement re: Merger Approach\n\n\nThe Board of SMG plc ('SMG', the 'Group') confirms that it has received a\nfurther approach from UTV plc ('UTV') regarding a possible nil premium merger of\nSMG and UTV, based on relative market values.\n\n\nAs a result SMG has entered into discussions with the UTV Board which may or may\nnot lead to a merger.\n\n\nThis statement is made without UTV's consent. There can be no certainty that an\noffer will be made nor as to the terms on which any offer might be made.\n\n\nIn addition the search process for a new CEO for SMG has been suspended while\nmerger discussions progress.\n\n\nThe Board also reports that good progress is being made on the disposals of\nPrimesight and Pearl & Dean. Discussions with the Group's lenders are\nproceeding well and constructive discussions have taken place with the Group's\npensions trustees regarding future funding. Further announcements on these\ntopics will be made in due course.\n\n\nFurther Enquiries:\n\n\nCitigroup Tel: 020 7986 4000\n\nMatthew Smith\n\n\nBrunswick Tel: 020 7404 5959\n\nJames Hogan\n\nSimon Sporborg\n\nAsh Spiegelberg\n\n\nCitigroup Global Markets Limited ('Citigroup') is acting for SMG and no-one else\nin relation to the approach referred to in this announcement and will not be\nresponsible to anyone other than SMG for providing the protections afforded to\ncustomers of Citigroup or for giving advice in relation to the matters referred\nto in this announcement.\n\n\n\n'Dealing Disclosure Requirements\n\nUnder the provisions of Rule 8.3 of the Takeover Code (the 'Code'), if any\nperson is, or becomes, 'interested' (directly or indirectly) in 1% or more of\nany class of 'relevant securities' of UTV or of SMG, all 'dealings' in any '\nrelevant securities' of that company (including by means of an option in respect\nof, or a derivative referenced to, any such 'relevant securities') must be\npublicly disclosed by no later than 3.30 pm (London time) on the London business\nday following the date of the relevant transaction. This requirement will\ncontinue until the date on which the offer becomes, or is declared,\nunconditional as to acceptances, lapses or is otherwise withdrawn or on which\nthe 'offer period' otherwise ends. If two or more pers...

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