think what CQT have set out are very clear and compelling arguments.... any sane NQM shareholder should be able to tell which is the better offer....
can't blame the directors though, everyone for themselves in this dog eat dog world of ours....
1. Heemskirk is only offering Heemskirk shares, whereas Conquest's offer has a $0.15
per share cash component.
2. The financial positions of Heemskirk and Conquest are quite different. Conquest
currently has $56.1 million cash and no debt, and even after acquiring NQM the
combined group would still have $39.6 million in available cash. Heemskirk
currently has $4.1 million in available cash and is required to repay $29.1 million in
April 2011 upon the maturity of convertible notes that it has issued. It is not clear
how Heemskirk will fund the repayment of this debt.
3. Heemskirk is a much smaller company than NQM, so that its offer is a reverse
takeover bid for NQM. Heemskirk would need to issue approximately 150% of its
existing issued share capital to acquire all of NQM. NQM shareholders should give
very careful consideration as to how Heemskirk shares would trade following an
issue of that size.
4. Heemskirk has a profit sharing arrangement with 3 of its executives under which the
first 20% of Heemskirks annual net profit after tax (in excess of $250,000) is payable
not to shareholders but to those executives. (this kind of arrangement is very rare...)
5. Heemskirk's offer is subject to a 90% minimum acceptance condition that, as things
currently stand, cannot be met because NQM's largest shareholder (20.9% holding)
has already accepted Conquest's offer. In contrast, Conquest has agreed to declare
its offer unconditional if it obtains more than 50% of NQM or a majority of the board
of NQM.
JUST A RECAP OF FACTS ??????
think what CQT have set out are very clear and compelling...
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