Merger/Acquisition Discussion

Thought it would be best to discuss the Merger/Takeover via a new thread.  After three days of uncertainty and confusion.  Thought it best to review what both companies are bringing to the table.

Remember - all shareholders will have a vote which will reflect the number of shares held.  The takeover bid, should it prove successful, requires more than the holders of 90% of its share register to agree to the takeover.


What we know.

24th August pre market
MSP - Share price - 4 cents - Market Cap - $16,420,437 cash approx $1m
FTT - SP - 12 cents - Market Cap - $14,883,412 cash approx $6m

Announcement - Future Fibre Technologies Limited acquires 13.70% of MSP

65,000,000 shares at 3 cents providing MSP with $1,950,000 of working capital to be used in growing and developing the MSP business.

Of which noted: FFT is a global leader in fibre optic perimeter intrusion detection systems, the Private Placement is driven clear market synergies between the Company's own access control and secure logistics business and FFT's perimeter security solutions offering.


24th August 11:56 - After MSP share price rose to 4.5 cents
After 1 hour and 56 minutes of trading - a Trading Halt was placed upon MSP noting the company requests a trading halt to continue until the earlier of commencement of trading on Monday

MSP - Share price - 4.5 cents - Market Cap - $18,472,992
FFT - SP - 12 cents - Market Cap - $14,883,412


25th August 08:51 - Less than 24 hours later

MSP: Proposed Merger of MSP and FFT (dated 24th August)
FFT: Intention to Make Takeover Bid

+ Maxsec shareholers will be offered one FFT Share for every four MSP shares
+ Clear market, business and synergistic benefits from the proposed merger

Of which both noted: the takeover bid has the unanimous support of the voting MaxSec Directors who will recommend it to MaxSec Shareholders in the absence of a superior offer.  Both the FFT and Maxsec Boards adopted appropriate measure to ensure no conflict of interest in the offer process for joint company directors Chris Fergus and Rob Broomfield.

Other items of note

FFT currently holds 65,000,000 Maxsec shares (or approximately 13.70%) - as per ann at the time


Important items:
+ Minimum acceptance Before the end of the Offer Period, the bidder has the Relevant interest in at least 90% of Target Shares


MSP Shareholders receive 42% of the pre-placement offer and FFT receive 58% of the merged entity


MSP prior to trading halt was valued at $18.5m (and rising) and FFT valued at $14.8m.  Combined MC $33.3m.

MSP portion - 55.55% and FFT portion - 44.44%

Perceived discount to MSP shares at time of offer - $6m or a discount of roughly 33%

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