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MFS, S8 await announcement

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Jan, 2007

Mammoth merger nears completion

A DECISION regarding the proposed $1.7 billion merge between the publicly listed MFS Limited and S8 is expected as early
as October 10.

The merge will result in a fully integrated retail and wholesale global travel services group. The merger will be implemented by way of an off-market takeover offer by MFS for all of the shares on issue in S8, which values S8 at approximately $700 million.

The merger proposal has the unanimous support of the S8 Board, which intends to recommend the offer to S8 shareholders in the absence of a superior proposal. All of the directors of S8 have indicated that, in the absence of a superior proposal, they intend to accept MFS's offer in respect of their personal and associated shareholdings.

S8's managing director and founder, Chris Scott, has given MFS a call option over 19.9 per cent of S8 from his shareholding in S8.

MFS also announced that it has entered into an agreement with the existing Responsible Entity of the ASX-listed S8 Property Trust for an MFS-owned responsible entity to become the new responsible entity of the trust, subject to unit holder approval.

MFS managing director Philip Adams says the merger of MFS with S8 would give shareholders of both companies, as shareholders of MFS Limited, the opportunity to share in the significant growth potential of the merged business - which will lead to substantially increased value over time.

"S8 has created Australia's largest travel products distribution business, including the iconic Harvey World Travel, Transonic Travel, Travelscene and the recently acquired Gulliver's in New Zealand," says Mr Adams.

"Harvey World Travel has demonstrated significant growth, including overseas operations and a UK joint venture with Virgin Travel. S8 also manages the letting of over 5000 apartments in 48 resorts."


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