Neon Energy Reimburses MEO Australia After Terminating Merger Proposal

MEO Australia Limited confirmed Wednesday that it has received from Neon Energy Limited the Reimbursement Fee of $324,320 (AUD 400,000) due and payable under the Merger Implementation Agreement (MIA). The Reimbursement Fee is a fee payable to MEO pursuant the MIA in circumstances where one or more Neon directors recommend that Neon shareholders accept a Competing Proposal of any kind.

MEO considers the MIA to be terminated and will not proceed with the Proposed Scheme.

The company announced Monday that late Dec. 19 Neon has issued MEO with a written notice pursuant to the requirements of the MIA between MEO and Neon announced to the market Nov. 5 (MIA) in respect of the proposed scheme of arrangement between MEO and its shareholders (Proposed Scheme), which provided that:

  • the Neon Board has determined that the Evoworld proposal announced to the market Dec. 18 is a Superior Proposal (as defined in the MIA) and has resolved to recommended it to Neon Shareholders
  • Neon confirms it has paid the Reimbursement Fee (as defined in the MIA) to MEO; and
  • as a consequence, Neon has terminated the MIA pursuant to clause 13.1(b)(3) of the MIA

MEO considers the notice of termination is valid, subject to confirmation of receipt of the Reimbursement Fee. The Reimbursement Fee is a fee of AUD 400,000 payable to MEO pursuant the MIA in circumstances where one or more Neon directors recommend that Neon shareholders accept a Competing Proposal of any kind.

When receipt of the Reimbursement Fee is confirmed, MEO will inform the market.

As a result, MEO expects Mosman Oil and Gas Limited (Mosman) to proceed with its intention to make an off-market takeover bid for all of the shares in MEO as announced to the market Dec. 11 (Mosman Proposal). In its announcement, Mosman has stated that it intends to serve MEO with its bidder’s statement in early February 2015.

The Board of MEO will consider its opinion on the Mosman Proposal in light of the potential termination of the MIA with Neon. Shareholders are advised to take no action in relation to the Mosman Proposal or any document received from Mosman until they receive the MEO Directors’ formal recommendation regarding the Mosman Proposal.

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