nick4mony wrote:
> Wayne Passlow has made his next move. He's created an entity
> called OT Holdings, to make an offer of 41c per (modern) OT
> share.

Open Tel rejects founder's offer
By Colin Kruger
May 6, 2005

The independent directors of Open Telecommunications have rejected
the $7.4 million takeover bid by company founder Wayne Passlow and
Macquarie Bank, despite the independent expert's report finding the
41c per share offer was "fair and reasonable".

"The independent directors believe that the offer from the bidder
undervalues your company," said Open Telecom chairman Terry
Cuthbertson in the Target's Statement to the Australian Stock
Exchange late yesterday.

"The offer is opportunistic and seeks to gain the benefit of the
turnaround in Open Telecommunication's business before it is
properly reflected in Open Telecommunication's share price," the
statement said.

The directors said the offer did not reflect an appropriate premium
for control of the company and is less than the 48c per share value
calculated by Patersons Securities, which does not include a control
premium.

The Target's Statement said the bid offered only a 2.5 per cent
premium to the volume-weighted average share price for the four
weeks to March 8. The statement noted that the share price from
March 8 to March 23 fell due to trading by an associate of the
bidders and should be excluded from any calculations of a premium.
The bid was launched on March 29.

The directors said control premiums were typically in the range of
25 to 35 per cent and noted that Open Telecom had spent more than
$70 million developing its technology since 1999. "A competitor
attempting to enter the market may take up to two years to develop
alternative software," the statement said.

The independent expert, KPMG, said its finding took into account the
$30 million spent on product development in the past three years as
well as $17.4 million worth of tax losses, to which it gave no value.

Mr Passlow and Macquarie own 21.5 per cent of Open Tel.

http://tinyurl.com/dacnm
which is
http://www.smh.com.au/news/Business/Open-Tel-rejects-founders-
offer/2005/05/05/1115092628782.html