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MACMAHON HOLDINGS LIMITED M&A Activity 2008

Jun 9, 2008

65291_rns_2008-06-09_236f437f-6f55-4888-94a3-9abac3dc7996.pdf

M&A Activity

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ASX Announcement

Tuesday 10 June 2008

MACMAHON RE-AFFIRMS STRONG BELIEF IN ITS COMPELLING OFFER TO AUSDRILL SHAREHOLDERS

  • Continues to believe compelling logic for combining the two companies

  • Friday’s announcement from Ausdrill contained no fresh information on Ausdrill’s earnings or prospects

  • Expectation is for minimal Ausdrill EPS growth in FY2008

  • In contrast, Macmahon is anticipating EPS growth of nearly 40% in FY2008

  • Urges Ausdrill shareholders to ACCEPT Macmahon’s Offer

Macmahon Holdings Limited (Macmahon) today re-affirmed its strong belief that its offer for Ausdrill Limited represents an outstanding opportunity for Ausdrill shareholders.

Macmahon Chief Executive Offer, Nick Bowen, said that nothing in recent statements made by Ausdrill had changed the view of Macmahon that the proposal was highly attractive and delivered exceptional value to Ausdrill shareholders.

“We think it is very logical to bring these two very good companies together with a view to creating value that is superior to what Ausdrill could achieve alone.

“We have noted Ausdrill’s recent comments on value and opportunity and see no fresh information that would be a basis for changing our views.

“We stand firmly by our original view that Ausdrill and its shareholders will obtain better returns through accepting the Macmahon Offer and becoming shareholders in a $1 billion-plus company with membership of the ASX / S&P 200 and greater trading liquidity,” Mr Bowen said.

Macmahon notes Ausdrill’s claim that shareholders representing 39.1% of the issued capital have confirmed in writing they will not accept the Macmahon Offer.

Importantly, the vast majority of these shareholders appear not to have given binding commitments to reject the Macmahon Offer and remain free to accept. Shareholders who have given binding commitments not to accept represent only 13.4% of Ausdrill’s capital, leaving shareholders with 86.6% of the shares free to accept the Macmahon Offer.

Mr Bowen said Ausdrill shareholders were well aware that the recent share price appreciation in their stock was attributable to the Macmahon offer.

“The day before the Offer was made, Ausdrill shares were trading at only $1.95 which compares to the closing price of Ausdrill shares on Friday June 6 of $2.62.

“Following Ausdrill’s recently announced update on profit expectation, analyst consensus is that Ausdrill’s earnings per share growth in the 2008 financial year will be modest, at best.

“This is in spite of Ausdrill’s $95 million capital raising in 2007. By contrast, Macmahon is anticipating growth nearing 40% in earnings per share for its shareholders in FY 2008.

“We believe financial performance in 2008 and future years will be more relevant to Ausdrill shareholders than the period up until FY 2007 which is referred to in Ausdrill’s letter to shareholders,” he said.

Macmahon’s strong financial performance has been reflected in its Total Shareholder Return (TSR) which has exceeded 600% over the past 4 years compared to a TSR of less than 300% achieved by Ausdrill over the same period.

Macmahon Holdings Ltd ABN 93 007 634 406

Level 3 1 Adelaide Terrace East Perth WA 6004 PO Box 198 Cannington WA 6987 Telephone: (08) 9365 1111 Facsimile: (08) 9365 1186 Web: www.macmahon.com.au Email: [email protected]

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Macmahon also notes that Ausdrill shares continue to trade largely in line with the terms of the Macmahon offer, with an immaterial difference of less than 4% between the implied price of the offer and Ausdrill’s market price as close of trade on Friday 6 June.

Macmahon urges all Ausdrill shareholders to ACCEPT Macmahon’s Offer and benefit from becoming a shareholder in the merged company.

Full details of the Macmahon Offer are set out in its Bidder’s Statement, sent to Ausdrill shareholders on Friday, 6 June 2008.

*** ENDS ***

Media contact: Gareth Widger Group Public Affairs Manager Mobile: 0419 918 272

Investor contacts: Nick Bowen Chief Executive Officer Telephone: (08) 9365 1200 Ross Carroll Chief Financial Officer Mobile: 0417 096 478

Macmahon Holdings Ltd ABN 93 007 634 406

Level 3 1 Adelaide Terrace East Perth WA 6004 PO Box 198 Cannington WA 6987 Telephone: (08) 9365 1111 Facsimile: (08) 9365 1186 Web: www.macmahon.com.au Email: [email protected]