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LEFROY EXPLORATION LIMITED — M&A Activity 2010
May 5, 2010
65225_rns_2010-05-05_71389060-a0df-41ef-8027-65765647c396.pdf
M&A Activity
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U.S. MASTERS HOLDINGS LIMITED ARBN 052123930 Registered Office at Maddens Lawyers Level 7 117 York Street Sydney NSW 2000 Australia
Sydney, New South Wales, Australia, May 5, 2010, 2010. U.S. Masters Holdings Ltd (USH) announced today its Board of Directors had received an Offer Letter from an investor group led by Mr. Michael Davies, containing an offer to acquire from each USH shareholder 85% of that shareholder’s shares in USH, subject to a minimum tender of 53% of the total issued share capital of USH. The price offered for each share is US$0.33 (subject to adjustments as explained below), which amount is calculated based on the net tangible assets value (NTA) of USH on March 31, 2010 of US$670,000, plus a premium of 20% of such value (in total US$804,000), divided by the total shares in USH on issue as at April 23, 2010 excluding Treasury stock (2,429,826 shares). At completion of the acquisition, the base NTA of $670,000 may be adjusted downwards to account for any transaction costs incurred by USH up to and including completion of the acquisition that exceed US$62,500.
The Board of Directors has considered the offer made by the Davies group, has determined it is fair and reasonable, and has voted unanimously to recommend that shareholders of USH accept the offer. The offer will be made to all shareholders of record on April 23, 2010, and must be accepted by a shareholder intending to tender her/his shares no later than May 28, 2010. Purchase of the shares is expected to be completed no later than June 11, 2010. The offer to purchase, including all restrictions, are set forth in the Offer Letter. A personal offer to each shareholder which reflects the terms of the offer set out in the Offer Letter will be distributed to USH shareholders in the coming days and should be consulted for the specific terms and conditions of the offer.
The Board of Directors had previously announced that it had resolved to liquidate USH, subject to obtaining shareholder approval to do so. In light of the Offer Letter, the Board of Directors considers that the offer contained in the Offer Letter constitutes a preferred outcome for USH shareholders. The Board of Directors has resolved to cease liquidation of USH and seek to reinstate trading of USH shares as soon as possible in order to facilitate the transaction set out in the Offer Letter.