To: Jon C who wrote (3486 ) 3/7/2000 4:36:00 PM From: Glenn Petersen Read Replies (1) | Respond to of 3519
From Reuters:biz.yahoo.com Tuesday March 7, 2:23 pm Eastern Time Liberty Surf defends X-Stream bid By William Emmanuel PARIS, March 7 (Reuters) - Liberty Surf, due to make its bourse debut on March 16, said it intended to treat U.S.-based minority shareholders of British ISP X-Stream in a ``fair manner' following complaints about its cash and paper takeover bid for the firm. In electronic mail messages sent to Reuters in recent weeks, several U.S. shareholders criticised the deal saying the offer price was too low given the fact they would be unable to participate in any share swap due to U.S. legislation. Liberty Surf , controlled by LVMH , chairman Bernard Arnault's holding company Groupe Arnault and British retailer Kingfisher (quote from Yahoo! UK & Ireland: KGF.L), is offering $1.26 per X-Stream (OTC BB:XSNI.OB - news) share, valuing X-Stream at $75.35 million dollars. The French Internet service provider, which currently owns around 10 percent of X-Stream, has yet to give details of the share-swap part of the offer. A spokesman for X-Stream said late on Monday the share offer did not apply in America, where legislation does not allow for a share-swap in a company which is not quoted on the U.S. market or which has no exemption rights allowing it to participate. X-Stream shareholders pointed out that the company had a comparable number of subscribers -- 600,000 to Liberty Surf's 800,000 -- and that news of the bid had pushed shares below their full value. X-Stream shares have fluctuated between $2.15 and $3.25 over the past months before news of Liberty Surf's planned bid pushed X-Stream shares down to around one dollar apiece. But the X-Stream spokesman said its board had considered Liberty Surf's bid to be in the best interest of shareholders. A spokesman for Liberty Surf said the company intended to treat minority shareholders fairly, while conceding that American holders of the stock could not be offered Liberty Surf shares. He added that the financial details of the deal had been unanimously approved by the British company's board. Liberty Surf's management, including its chairman Pierre Besnainou, last week kicked off a series of road shows to convince shareholders. After a visit to the UK on Monday, they were due to travel to the U.S. According to sources close to the deal, the flotation is already a big success, and is already oversubscribed around 10 times. On the grey market the share is trading around 80 euros, said a source close to the lead manager. Liberty Surf shares are being offered in a price range between 35.5 and 41 euros. The group is floating a maximum of 12,637,271 shares, representing a capital increase of just under 15 percent. The money raised, up to 518 million euros, will enable the group to look for more acquisitions this year.