29 August 2006
29 August 2006
For immediate release
Statement re: Merger Approach
On 18 August 2006, the Board of SMG plc ('SMG') confirmed that it had received a
merger proposal (the 'Proposal') from UTV plc ('UTV') and that under the terms
of the Proposal, SMG shareholders would receive only a 50 per cent. equity
interest in the combined entity.
After examining the proposal in detail and having preliminary discussions with
UTV's advisers, the Board of SMG unanimously decided to reject the Proposal as
it considered it to be unacceptable having regard to the relative market values
of SMG and UTV, SMG's prospects and the value of its portfolio of assets. At
the same time, the Board of SMG explained its view on these factors to UTV and
indicated its willingness to meet to discuss with the Board of UTV whether a
potential merger on mutually acceptable terms would be possible.
On 22 August 2006, the Board of SMG received a revised merger proposal (the '
Revised Proposal') from UTV under which SMG shareholders would receive only a 52
per cent. equity interest in the combined entity.
The Board of SMG has examined the Revised Proposal in detail and having had
further discussions with UTV and its advisers, the Board of SMG has decided to
reject the Revised Proposal for the reasons outlined above. The Board of SMG
has reiterated its offer to meet with the Board of UTV to discuss a potential
merger which addresses the factors previously explained to them; that offer has
not been taken up by UTV.
This announcement is made without UTV's consent. There can be no certainty that
an offer will be made nor as to the terms on which any offer might be made.
SMG 0141 300 3640
Citigroup 020 7986 4000
Hoare Govett 020 7678 8000
Brunswick 020 7404 5959
Citigroup Global Markets Limited ('Citigroup') is acting for SMG and no-one else
in relation to the approach referred to in this announcement and will not be
responsible to anyone other than SMG for providing the protections afforded to
customers of Citigroup or for giving advice in relation to this approach.
Hoare Govett is acting for SMG and no-one else in relation to the approach
referred to in this announcement and will not be responsible to anyone other
than SMG for providing the protections afforded to customers of Hoare Govett or
for giving advice in relation to this approach.
'Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code (the 'Code'), if any
person is, or becomes, 'interested' (directly or indirectly) in 1% or more of
any class of 'relevant securities' of UTV or of SMG, all 'dealings' in any '
relevant securities' of that company (including by means of an option in respect
of, or a derivative referenced to, any such 'relevant securities') must be
publicly disclosed by no later than 3.30 pm (London time) on the London business
day following the date of the relevant transaction. This requirement will
continue until the date on which the offer becomes, or is declared,
unconditional as to acceptances, lapses or is otherwise withdrawn or on which
the 'offer period' otherwise ends. If two or more persons act together pursuant
to an agreement or understanding, whether formal or informal, to acquire an '
interest' in 'relevant securities' of UTV or of SMG, they will be deemed to be a
single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant
securities' of UTV or of SMG by UTV or SMG, or by any of their respective '
associates', must be disclosed by no later than 12.00 noon (London time) on the
London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose 'relevant
securities' 'dealings' should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website at
'Interests in securities' arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an 'interest' by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the
Panel's website. If you are in any doubt as to whether or not you are required
to disclose a 'dealing' under Rule 8, you should consult the Panel.'
This information is provided by RNS
The company news service from the London Stock Exchange