Here is the answer to my own question - that's why CSB has been going up so much:
Comet Satellite 8 Cable Ltd A.C.N. 088 412 748 PO Box 6482 SILVERWATER NSW 181 1 Ph: (02) 8748 2530 Fax: (02) 8748 2577 To: ASX Announcements F m : Brett Crowley Date: 14 August 2002 Re: Acquisition of BSA Ply Ltd No. of Pages: 2 Fax No: 1300 30OOZl Acquisition of BSA Pty Ltd diversifies Comet‘s markets and doubles its size Comet Satellite & Cable Limited is pleased to announce the proposed acquisition of all the shares in BSA Pty Limited. BSA is a Sydney based company with a significant position in the rapidly growing broadcast equipment and services markets in Australia including: masts and towers radio and TV trmsmission products microwave transmission products manufacturing antenna products.
BSA is a profitable and growing business with a high quality team of managers. The company has in place a number o f supply agreements with the world’s lading OEM’s in the broadcast equipment field and has successfilly developed markets for that equipment in Australia BSA has reported normalised NPAT of $l .3 1 million (unaudited + after adjusting for non-recuning one offexpenses) on revenues of$14.3 million for the 12 months to 30 June 2002. BSAs business will complement Comet’s leading position in the pay -TV installation industry. Cornet’s national installation infiastmcture will expand the senices able to be offered by BSA. Management ofboth companies are formulating an aperational integration plan to ensure that both businesses achieve maximum leverage &om the enhanced capability of the merged group. The acquisition is subject to final due diligence and approval by Comet’s shareholders.
HEADS OF AGREEMENT The Company has entered into a legally binding Beads of Agreement with BSAs shareholders to acquire BSA through the offer and issue of Comet shares. The Heads of Agreement i s subjec! to the following material conditions precedent: faitisfactory due diligence being completed by CO& and BSA; Formal documentation reflecting the proposed transaction being entered into by the parties; and m comet obtaiaing all necessary shareholder approvals required under, and complying with all relevant provisions of, the ASX Listing Rules and the Corporations Act in order to complete the transaction. On completion of the acquisition Comet will issue 70,810,133 shares to the vendors of BSA, with up to a further 10,000,000 Comet shares being issuable in the following 2 years on certain targets being met. The vendors will vohntarily escrow 80% ofthe initial issue for 2 years. Comet cunently has 80,810,133 shares on issue, so on completion the vendors of BSA will hold 46.7% of all Cornet shares, and if the further 10,000,000 shares are issued they will hold 50%. At completion Daniel Lipshut, Brian Baldwin, and Robert Hallas, directors of BSA, will be appointed directors of Comet. Mr Lipshut will be appointed joint Managing Director with Mark Foley. Comet will make a further announcement when final due diligence is completed. At this stage it is exppded that the shareholder meeting for approval of the transaction will take place in November. The notice of meeting with an acwlnpmying infomation memorandum (containing detailed information about the transaction) and an independent expert's report on the acquisition will be sent to Comet shareholders before that meeting. contact Brett Crowley on 02 9648 0622.
