Hamilton, Bermuda--(Marketwire - June 1, 2007) - Alea Group Holdings (Bermuda) Ltd.
1 June 2007
Not for release, publication or distribution, in whole or in part, in or into or from any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.
Acquisition of Alea Group Holdings (Bermuda) Ltd.
by FIN Acquisition Limited
a company formed at the direction of
private equity funds advised by Fortress Investment Group
Results of Special General Meeting
The Board of Alea Group Holdings (Bermuda) Ltd. ("Alea") announces that the shareholder resolution to approve the recommended cash acquisition by FIN Acquisition Limited ("FIN Acquisition") of Alea by means of a statutory amalgamation under sections 104 to 109 of the Bermuda Companies Act was not passed at the adjourned Special General Meeting held yesterday.
The voting on the Special Resolution to approve the Amalgamation was taken on a poll and the results were as follows:
For* Against 113,323,856 (representing approximately 43,974,011 (representing 72 per cent. approximately 28 per cent. of the votes cast) of the votes cast)
* The "For" votes include those votes giving the Chairman discretion.
Attention is drawn to the announcement made by FIN Acquisition on 21 May 2007 that, in the event of the Special Resolution not being passed at the adjourned Special General Meeting, it intended to implement the acquisition of Alea by way of an offer to acquire the entire issued and to be issued share capital of Alea (the "Offer") and to the announcement made by FIN Acquisition on 22 May 2007 which set out the terms and conditions of the Offer in greater detail.
As announced on 22 May 2007, under the Offer, which will be subject to the full terms and conditions to be set out in an offer document and form of acceptance, Alea Shareholders who accept the Offer will receive 96.5 pence in cash for each Alea Share in the event that the Offer becomes or is declared wholly unconditional.
FIN Acquisition has announced that the Offer will have an acceptance condition of 50 per cent. of the issued share capital of Alea plus one share and that FIN Acquisition has received irrevocable undertakings in respect of 95,536,945 Alea Shares representing, in aggregate, approximately 55 per cent. of Alea's issued share capital, to accept the Offer. These irrevocable undertakings will remain binding if a higher competing offer is made for Alea. In addition to these irrevocable undertakings, FIN Acquisition has announced that 10,083,500 Alea Shares, representing approximately 6 per cent. of the issued share capital of Alea, are held by an Affiliate of FIN Acquisition. Accordingly, FIN Acquisition and its Affiliates now own or have irrevocable undertakings to accept the Offer in respect of a total of 105,620,445 Alea Shares, representing approximately 61 per cent. of the Alea Shares in issue.
The Independent Directors, who have been so advised by Merrill Lynch, consider the terms of the Offer to be fair and reasonable. In providing advice to the Independent Directors, Merrill Lynch has taken into account the commercial assessments of the Independent Directors. Accordingly, the Independent Directors intend unanimously to recommend that Alea Shareholders accept the Offer.
Capitalised terms used, but not defined, in this announcement have the same meanings as given to them in the circular sent to Alea Shareholders dated 24 April 2007 (the "Circular").
Enquiries
Media: +1 860 258 6524 Sheel Sawhney Analysts and Investors: +1 860 258 6566 Kirk Lusk Financial Dynamics: +44 20 7269 7114 Robert Bailhache Nick Henderson
Merrill Lynch is acting for Alea and no one else in connection with the Offer and will not be responsible to anyone other than Alea for providing the protections afforded to the clients of Merrill Lynch nor for providing advice in relation to the Offer.
The availability of the Acquisition or the distribution of this announcement to persons who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located. Persons who are not so resident should inform themselves of, and observe, any applicable requirements. This announcement has been prepared for the purposes of complying with English law and the Code and information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of England.
This announcement is not intended to and does not constitute or form part of an offer to sell or an invitation to purchase or subscribe for any securities or the solicitation of an offer to buy or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction. Any response in relation to the Acquisition should be made only on the basis of the information contained in the Circular or any document by which the Offer is made.
This information is provided by RNS
The company news service from the London Stock Exchange