Somerset Entertainment Income Fund and Fluid Music Canada, Inc. Announce Proposed Acquisition Will Not Proceed
TORONTO, ONTARIO--(Marketwire - Sept. 25, 2008) -
NOT FOR DISTRIBUTION OVER U.S. NEWSWIRE SERVICES.
Fluid Music Canada, Inc. ("Fluid") (TSX:FMN) and Somerset Entertainment Income Fund ("Somerset") (TSX:SOM.UN) announced today that the proposed acquisition of Somerset by Fluid previously announced on July 15, 2008 will not be proceeding.
Fluid had revised its prior expression of interest, and proposed to acquire Somerset at an amount equal to $3.35 per Unit, payable as to $2.00 in cash and the remainder in Fluid common shares. Fluid had arranged to satisfy the cash consideration necessary from its cash-on-hand, and the proceeds of a new acquisition facility that had been committed from two Canadian chartered banks.
After considering the revised Fluid offer, Somerset's board of trustees determined not to proceed having regard to, among other things, the lower overall price offered and the significantly lower cash component thereof. "Moving forward, Somerset will continue to focus on growing its business and will begin to explore various strategic options," said Andy Burgess, Chief Executive Officer of Somerset Entertainment.
"Our management team has a proven track record of completing prudent and accretive acquisitions," said Lorne Abony, President and Chief Executive Officer of Fluid. "Given our strong balance sheet and proven ability to access capital, even in these challenging markets, we believe there will be many strategic opportunities available to us in the near future."
Somerset also announced that it has received a commitment letter from a Canadian chartered bank to renew its existing credit facility which is scheduled to expire in December 2008. The revised facility will include a revolver of $7 million and term loan of $11.2 million, both due in three years. The term loan will be fully amortized on a straight line basis over three years.
Forward-Looking Statements
Certain statements in this news release contain "forward-looking" statements that involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Fluid or Somerset to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. When appearing in this news release, these statements use such words as "may," "will," "intend," "should," "expect," "believe," "plan," "anticipate," "estimate," "predict," "potential," "continue," the negative of these terms or other similar terminology. These statements reflect current expectations regarding future events and operating performance and speak only as of the date of this news release. Forward-looking statements involve significant risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not such results will be achieved. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements, including, but not limited to, customer concentration, the exchange rate between Canadian and US dollars, lack of written customer contracts, reliance on suppliers and other risks described in Somerset's Annual Information Form dated March 26, 2008 and Fluid's IPO prospectus dated June 12, 2008 (both of which can be found at www.sedar.com). The forward-looking statements contained in this news release are made as of the release date of this document, and, except as otherwise required by law, neither Fluid nor Somerset assumes any obligation to update or revise such statements to reflect new events or circumstances.
About Somerset Entertainment Income Fund
Somerset Entertainment Ltd. is the leading North American producer and distributor of specialty music sold through non-traditional retailers using proprietary interactive displays. The company has 19 diverse product lines targeted at consumers over the age of 30, which represents a variety of music genres, including world, relaxation, jazz, classical, children's and hit compilations. The Company's extensive distribution network includes mass merchants, specialty chains and independent gift stores in more than 20 countries. Based in Toronto, Canada, the company employs over 180 people at offices in Toronto, Ontario (Canada); Buffalo Grove, Illinois, and Minneapolis, Minnesota, (U.S.A.); and Essex, England (U.K.). Units of Somerset Entertainment Income Fund are traded on the Toronto Stock Exchange under the symbol SOM.UN. Additional information relating to Somerset Entertainment Income Fund, including unaudited financial information as of June 30, 2008 is available at www.somersetent.com and www.sedar.com.
About Fluid Music Canada, Inc.
Fluid Music is a leading private label music aggregation and distribution company, providing music solutions to both business and individual consumers. The company has compiled a music library of over five million songs, free of digital rights management restrictions, from a diverse network of producers, including major label, independent and emerging artists. Additional information relating to Fluid Music Canada, Inc., including its IPO prospectus, is available at www.fluidmusic.com and www.sedar.com.
For more information, please contact
Somerset Entertainment Income FundAndy Burgess
CEO
(416) 510-2800
Email: investorrelations@somersetent.com
Website: www.somersetent.com
or
Fluid Music Canada, Inc.
Lorne Abony
CEO
(310) 665-9878
Website: www.fluidmusic.com
