ISSUE OF THE MAC SERVICES GROUP SCHEME BOOKLET
10/11/2010
Today the New South Wales Supreme Court approved the issue of The MAC Services Group Limited (ASX: MSL) Scheme Booklet (“Scheme Booklet”) and ordered the convening of a meeting of shareholders of MSL to consider the scheme of arrangement (“Scheme Meeting”) under which it is proposed that Oil States International, Inc (NYSE: OIS) will acquire all of the shares in MSL (“Scheme”).
The Scheme Meeting will be held at 10.00am on 13 December 2010 at Harbour Room, Level 2 Quay Grand Suites, 61 Macquarie St, East Circular Quay, Sydney, New South Wales.
Oil States’ proposal of $3.90 cash for each MSL share, less the fully franked special dividend of $0.05 per MSL share declared on 4 November 2010 and any other dividends declared or paid by MSL after
15 October 2010, falls within the valuation range assessed by the Independent Expert.
Grant Samuel & Associates Pty Limited, the Independent Expert, assessed a value for MSL of between $3.71 and $4.17 per MSL share, and has concluded that the Scheme is in the best interests of MSL shareholders, in the absence of a superior proposal. The Independent Expert’s Report is contained in Annexure C of the Scheme Booklet.
The Scheme Booklet will be mailed to MSL shareholders on or about 12 November 2010. A copy of the Scheme Booklet is attached to this announcement and is also available from MSL’s website. MSL shareholders should carefully read the Scheme Booklet in its entirety and the materials accompanying it before deciding whether or not to vote in favour of the Scheme.
The directors of MSL unanimously recommend that MSL shareholders vote in favour of the Scheme at the Scheme Meeting, in the absence of a superior proposal. The directors also intend to vote all of
the MSL shares they hold or control in favour of the Scheme, in the absence of a superior proposal. Marley Holdings Pty Ltd as trustee for The Maloney Family Trust (a 52% shareholder in MSL) has stated to the MSL directors that its current intention is to vote all MSL shares it holds or controls in favour of the Scheme, in the absence of a superior proposal.
Kevin Maloney, MSL Chairman said, “The Independent Expert concluding that the Scheme is in the best interests of MSL shareholders satisfies a condition precedent of the proposed transaction. Oil States’ offer provides MSL shareholders the opportunity of certain and timely value realisation.”
The Scheme Booklet includes (at page 9) a list of Key Dates in the Scheme process and (at pages 11 to 15) a list of Frequently Asked Questions and Answers.
MSL shareholders who have any questions relating to the Scheme should contact the MSL shareholder information line on 1800 680 188 (for callers within Australia) or +61 2 8280 7929 (for callers outside Australia).
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