Crescent Offer – Shareholders advised not to sell

Abano receives takeover dispatch notice. Shareholders advised not to sell.



Late this afternoon, the Abano Board received notice from Crescent Capital Partners, that Crescent’s takeover offer for all the shares in Abano at $5.20 per share has been posted to Abano shareholders.

As the Crescent offer will stay open until at least 29 February 2008, there is no benefit to shareholders in accepting the offer early.

In addition, the offer cannot be closed early or withdrawn (except in the unlikely event the Takeovers Panel so agrees). Contrary to Crescent’s reassurance, accepting the offer early may limit shareholder options should any alternative proposal emerge or if the share price increases above the offer price.

Prior to giving notice of its offer, Crescent asked if the Abano Board would support the offer. The directors carefully considered Crescent’s proposal, but advised Crescent that at the share price and terms offered, the directors would not be prepared to recommend the offer.

Whilst the Board acknowledged that the offer may potentially be at a level which shareholders may find attractive, this was subject to several conditions, including the content of the independent adviser’s report, relevant circumstances at the time of the actual offer, and the company’s trading position.

Crescent has sent its offer to shareholders without any board endorsement and without any expectation on Crescent’s part that the offer would be recommended by the Board.

Ultimately it will be up to shareholders to decide on the merits of the offer, given their individual circumstances, with the benefit of all information necessary to make an informed decision.

A new Target Company Statement and independent report from KordaMentha (previously called Ferrier Hodgson) will be posted to shareholders on 3 January 2008. This new report will be based on updated financial information which is now available. This includes the half year result announced recently with a record performance of $3.8 million Net Profit After Tax for the six months to 30 November 2007.

The Abano Board advises shareholders that the company is continuing to perform above expectation and the Board is expecting a higher second half performance, compared with the first half result.

As a consequence, the results for the full year are now expected to be above our previous market guidance and this information will be in the Target Company Statement.

All shareholders are advised to take no action in respect of their shares or otherwise enter into any commitment to accept Crescent’s offer until they receive the Independent Advisers’ Report and the Board’s recommendation.