'The Boards of Kop and Liverpool are pleased to announce that they have agreed the terms of a recommended cash offer to be made by Kop to acquire the entire issued share capital of Liverpool.
'The Offer is £5,000 in cash for each Liverpool Share, valuing the issued share capital of Liverpool at approximately £174.1 million. Together with the £44.8 million of net debt in the club as at December 31 2006, this represents an enterprise value for Liverpool of £218.9 million.
'Kop is an English private limited company, which has been incorporated for the specific purpose of making the Offer and which is ultimately jointly controlled by Mr George Gillett Jnr and Mr Thomas O Hicks.
'The Board of Liverpool, which has been so advised by PricewaterhouseCoopers and PKF, considers the terms of the Offer to be fair and reasonable. PKF is acting as the independent financial adviser to Liverpool in relation to Rule 3 of the Code. PricewaterhouseCoopers is acting as financial adviser to Liverpool.
'The Board of Liverpool unanimously recommends that Liverpool Shareholders accept the Offer. In considering the reasonableness of the Offer, the Liverpool Board has taken the following considerations into account.
• Kop has indicated its intention to build, as soon as reasonably practicable, the proposed new 60,000 seat stadium at Stanley Park for which the Club has already received planning permission and to facilitate the financing of its construction.
• Kop has indicated that it is committed to an annual budget for player transfers and is able to supplement this should Liverpool's management and Kop agree additional funds are required
• Kop is supportive of both the current executives and the football team management at Liverpool to provide stability to the Club.
All of the Liverpool Directors have irrevocably undertaken to accept the Offer in respect of their own beneficial shareholdings of Liverpool Shares. These holdings amount, in aggregate, to 18,187 Liverpool Shares, representing approximately 52.2 per cent. of the existing issued share capital of Liverpool.
In respect of the undertakings given by the Liverpool Directors, these undertakings remain binding even if a higher competing offer is made for Liverpool and will only cease to be binding if the Offer lapses or is withdrawn.
In addition, Kop has received an irrevocable undertaking to accept the Offer from ITV Productions Limited in respect of a further 3,482 Liverpool Shares, representing approximately 10.0 per cent. of the existing issued share capital of Liverpool, and this undertaking will cease to be binding if a competing offer is made or announced on or before the fifth Business Day after posting of the Offer Document for Liverpool at or above £5,500 for each Liverpool Share in cash and/or securities, or if the Offer lapses or is withdrawn.
In aggregate, therefore, Kop has received irrevocable undertakings to accept the Offer in respect of 21,669 Liverpool Shares, representing approximately 62.2 per cent. of the existing issued share capital of Liverpool.
To uphold the traditions of Liverpool, the Board of Kop has undertaken to continue the existing informal shareholder ticketing arrangements such that, subject to the Offer becoming or being declared unconditional in all respects, Liverpool Shareholders who validly accept the Offer in respect of the Liverpool shares which they held as at the Priority Tickets Relevant Time, will receive lifetime priority ticket purchasing rights, giving them priority rights to purchase tickets for home cup matches, cup finals and a season ticket for the new stadium (for those who are not already season ticket holders).
Commenting on the Offer, George Gillett Jnr. and Thomas O. Hicks said: 'Liverpool is a fantastic club with a remarkable history and a passionate fanbase. We fully acknowledge and appreciate the unique heritage and rich history of Liverpool and intend to respect this heritage in the future. The Hicks family and the Gillett family are extremely excited about continuing the Club's legacy and tradition.'
David Moores, Chairman of Liverpool, said: 'I believe this is a great step forward for Liverpool, its shareholders and its fans. This Club is my passion and forms a huge part of my life. After much careful consideration, I have agreed to sell my shares to assist in securing the investment needed for the new stadium and for the playing squad. I urge all my fellow shareholders to do the same and to support the offer. By doing so, I believe you will be backing the successful future of Liverpool Football Club. I am also delighted to accept the offer from the Hicks and Gillett families to continue my involvement in the Club by becoming Honorary Life President.'