Lemeco Board told Aspis bid is fair

At the meeting held on Thursday, September 13, 2007, the Board of Directors of Lemeco-Silvex Industries Public Company Ltd discussed and expressed its view on the Public Offer of Aspis Holdings Plc Limited for the acquisition of up to 100% of the share capital of Lemeco-Silvex Industries Public Company Ltd. During the meeting, each Board member declared the number of shares that he/she holds. Messrs. Michalakis Ioannides, Costas Constantinides, Iacovos Constantinides, Yiannos Ioannides and Constantinos Damtsas declared that they do not hold any shares. Demosthenis Severis declared that he holds 2090 and that he does not intend to accept the Public Offer. Michalakis Ioannides declared on behalf of Elma Group of Companies (Executive Chairman) that Elma Group intends to accept the Public Offer for the remaining shares of Lemeco-Silvex that it holds 375,000 (0.86%).
The non-independent Directors withdrew and the two independent Directors Constantinos Damtsas and Demosthenis Severis looked into the evaluation report submitted by Laiki Investment EPEY Public Company Ltd and announce the following:
Following a study of the detailed evaluation report submitted by Laiki Investment EPEY Public Company Ltd, which concluded that: “The opinion of Laiki Investment on the proposed consideration is that, despite the fact that the method of the net asset value is the proper basis for the determination of the proposed consideration, the incorporation of the stock market value method imposed due to the trading regime in a regulated stock market, such as the Cyprus Stock Exchange, differentiates the data and despite the inabilities of the regulated market on marketability and effectiveness issues, the proposed consideration of 5,842 cents per share of Lemeco-Silvex cannot be considered as fair and reasonable at the date of the submission of the Public Offer of Aspis on July 20, 2007”.
The Independent Directors were informed on the declaration of Michalakis Ioannides, Executive Chairman of Elma Holdings Plc Ltd that he intends to accept the Public Offer for the remaining shares that he holds as Elma Holdings.
The Independent Directors believe that the opinion of Laiki Investment is correct and fair and advise the shareholders of Lemeco-Silvex Industries as follows:
a) The price of the Public Offer, which is in line with the net asset value of the Company in view of the Company’s negative profitability is fair and reasonable. It is likely that the stock market price falls to approach the net asset value. They are not in the position, however, to exclude developments that the new owner might have in his mind in relation to the new activities that might differentiate the share price.
b) In view of the stock market price of the share of Lemeco-Silvex, which is double that the price offered in the Public Offer and so long as they decide to sell their shares, it is more preferable to sell them via the CSE at a higher price than accept the price of the Public Offer.