Gullane Entertainment PLC
5 July 2002
FOR IMMEDIATE RELEASE
Date 5 July 2002
GULLANE ENTERTAINMENT PLC
On 25 June 2002, HIT Entertainment PLC ('HIT') announced an offer for all the
issued and to be issued share capital of Gullane Entertainment plc ('Gullane').
That announcement set out the offer as follows:
'The Offer will be made on the basis of 1.5412 new HIT Shares and 860p in cash
for every 3 Gullane Shares. Based on the Closing Price of 279p per HIT Share on
24 June 2002, the last business day prior to the date of this announcement, the
Offer values each Gullane Share at approximately 430p and Gullane's existing
issued share capital (fully diluted assuming the exercise of all outstanding
options under the Gullane Option Schemes with exercise prices at or below 430p)
at approximately £139 million.
The Offer allows Gullane Shareholders the opportunity to participate in the
potential upside of the Enlarged Group. In addition, Gullane Shareholders will
be offered a Mix and Match Facility under which accepting Gullane Shareholders
will be able, subject to availability, to elect to vary the proportions in which
they receive new HIT Shares and cash consideration for their Gullane Shares.'
Later that day, the Board of Gullane announced that it was reviewing its options
with its advisers and that a further announcement would be made in due course.
Following that review, the directors of Gullane, who have been so advised by
Bear, Stearns International Limited ('Bear Stearns'), consider the terms of the
offer to be fair and reasonable and accordingly they unanimously recommend that
shareholders accept the offer. In providing advice to the directors of Gullane,
Bear Stearns has taken into account the directors' commercial assessment.
Commenting on the offer, Adam Mills Chairman of Gullane said:
'After careful consideration and a comprehensive review of alternatives, the
Board has concluded that an acquisition of Gullane by HIT is in the best
interests of shareholders. The combined entity will be the major European player
in children's rights management. Furthermore, the equity portion of the offer
will provide Gullane shareholders with an opportunity to share in development of
the combined group.'
Full amended terms and conditions of the offer, which are substantially similar
to those which were announced on 25 June, will be sent to shareholders in the
Gullane Adam Mills +44 (0)23 8064 9200
William Harris +44 (0)23 8064 9200
Bear Stearns Richard Madden +44 (0)20 7516 5180
Richard Strang +44 (0)20 7516 6937
Holborn David Bick/John Bick +44 (0)20 7929 5599
Bear, Stearns International Limited which is regulated by the Financial Services
Authority, is acting for Gullane and is not advising any other person, and
accordingly will not be responsible to anyone other than Gullane for providing
the protections afforded to the customers of Bear, Stearns International
This information is provided by RNS
The company news service from the London Stock Exchange