Cossette announces increased price of $8.10 per share under Mill Road
transaction
KOS (TSX)
QUÉBEC CITY,
Under the terms of the amended merger agreement:
- Mill Road to acquire all of the issued and outstanding shares of Cossette for a consideration of $8.10 per share in cash, other than a portion of the shares of certain senior executive shareholders. - Termination fee of $4.5 million. - Definition of Superior Proposal provided in the amended merger agreement now requires a 66 2/3% minimum tender condition. - Expense reimbursement payable in certain circumstances where a termination fee is not payable increased from $880,000 to $1.50 million if triggered on or prior to December 31, 2009 and to $3.125 million if triggered after December 31, 2009.
The other terms of the merger agreement remain unchanged. The amended transaction is not conditional on due diligence or financing.
The increased all-cash consideration of
"We are pleased with the increased consideration under the Mill Road transaction. The Board of Directors and its Special Committee remain committed to maximizing value for shareholders while acting in the best interests of Cossette", said Jean Lavigueur, Chairman of the Special Committee of the Board of Directors of Cossette.
The amendment to the merger agreement with Mill Road was approved unanimously by the Board of Directors of Cossette (with interested directors,
As previously announced, the special general meeting of shareholders of Cossette to consider the Mill Road transaction will be held at
A copy of the amendment to the Mill Road merger agreement will be filed with Canadian securities regulators and will be available on SEDAR at www.sedar.com shortly. An amendment to the management information circular in connection with the special meeting of shareholders will be mailed to shareholders in due course.
Amended Cosmos Offer
The Board of Directors reaffirms its recommendation that shareholders reject the amended offer announced by Cosmos Capital Inc. on
About Cossette
Cossette Inc. offers a full range of leading-edge communication services to clients of all sizes, including some of the most prestigious brands in the world. A customer-driven organization built around highly specialized business units, Cossette also offers Convergent Communications(TM), a unique working method that brings added value to the client by integrating various services offered by the Group, including strategic planning and research, advertising, media buying and channel planning, sales promotion, direct response, database and direct marketing, customer relationship management, interactive marketing and technology solutions, public relations, organizational communication and change management, sponsorship and alliance marketing, branding and design, ethnic marketing, business-to-business communications (B2B practices) and print and video production. Cossette has approximately 1,437 employees and offices in
%SEDAR: 00012070EF
For further information: For further information: Financial Analysts only: Martin Faucher, Vice-President and Chief Financial Officer, (418) 521-3784; Investors: Francis Trudeau, Director, Acquisitions and Investor Relations, (514) 282-4633; Medias: Sylvie Isabelle, Optimum Public Relations, (418) 521-3184; Source: Cossette Inc., www.cossette.com
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