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TESORO GOLD LTD — M&A Activity 2013
Dec 8, 2013
65957_rns_2013-12-08_dffaacc4-fad2-4142-b011-4bcb66f99d78.pdf
M&A Activity
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DMX Corporation Limited ACN 90 009 140 550
ASX ANNOUNCEMENT 9 December 2013
DMX CORPORATION TAKEOVER OFFER FOR CONTINUATION INVESTMENTS – ADDRESSING COT’S ISSUES
On 25 November 2013, DMX Corporation Limited (“DMX”) announced a conditi o nal takeover offer to acquire all the ordinary shares held in Continuation Investments Limited (“CO T ”). On 6 December 2013, COT issued an announce m ent to the ASX and raised several issues. For th e sake of clarity and to ensure an informed market, D MX responds to a number of those issues.
By reference to the COT Annou n cement:
Page 1, paragraph 2. “The last c losing price of COT’s shares prior to the announ c ement was 7 cents on 2 December 2013. ”
The last closing price on a day w hen the shares in COT were actually traded was 6.5 cents and this was on 18 November 2013. The 7.0 cents that COT quotes was the bid price on 2 December 2013, but no shares were traded on t h at day.
Page 1,paragraph 5. “The board expects to release this (Target Statement) withi n 15 days after COT receives notice from DMX that the Takeover Offer has been sent to COT shareh o lders.”
The time frame within which C O T must do this is in fact 14 days after that Notic e is given and the Takeover Offer is sent to COT shareholders.”
Page 1, paragraph 7 “ the same d irectors that have presided over DMX’s suspensi o n from ASX.”
This statement is incorrect. Of t h e current directors of DMX, only Mr Roger Colli s on was appointed 10 days prior to the Trading Hal t that led to the suspension. Mr John Welsh and Mr Michael Haddad were appointed as Directors aft e r the suspension (which occurred on 20 August 2012) on 27 November 2012 and 28 Februar y 2013 respectively.
Level 4, 92 Pitt Street, Sydney NSW 2000 GPO Box 3619, Sydney NSW 2001 Phone: +612 8256 2120 Fax: +612 9231 2199 www.dmxcorp.com.au
The comment about “acquiring control of COT as a way to cure past failures” is also incorrect.
Page 2, numbered paragraph 3. “ DMX’s statements of intentions for COT and its investment strategy are vague, conditional and unsubstantiated .”
DMX’s intentions are set out in its Bidders Statement.
Page 2, numbered paragraph 4. “DMX has not offered COT shareholders a premium for control.”
There is no requirement that there be a premium.
Page 3, numbered paragraph 5. “The Takeover Offer ascribes no value to these tax losses.”
These tax losses will not be available to the COT shareholders and the reasons for this are set out in the Bidders Statement.
Page 3, numbered paragraph 6. “COT’s shares are freely tradeable on the ASX. The Takeover Offer ascribes no value to the Company’s ongoing status as a trading, ASX listed company.”
Trade in COT shares has in fact been very limited for a number of months. Over the 3 month from the date of the starting offer, the trade is 2.4%. In the last 3 months the trade has been 2.2% since (excluding purchases by DMX).
Page 3, numbered paragraph 7. “The Takeover Offer does not extend to COT option holders.”
This is correct, however it should be noted that all options in COT are actually all held by the Directors, and this statement is therefore in the interests of the Directors alone and not their shareholders they are representing.
Page 3, numbered paragraph 8 & final paragraph.
These paragraphs set out the opinion of the COT directors. The Board of DMX disagrees with this opinion.
The DMX Board encourages you to accept the offer once it opens.
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Roger Collison
Executive Chairman
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