The Board of M3Nergy Bhd, with the exception of Datuk Shahrazi bin Sha'ari, today announced that the conditional take-over offer of the company made by Adamus Avenue Sdn Bhd was not fair and not reasonable.

In a filing to Bursa, M3Nergy said the Board had concurred with the opinions of both Hwang DBS Investment Bank Bhd (HDBS), the financial adviser to the board, and independent advisor TA Securities Holdings Bhd, that the offer is not fair and therefore not compelling.

It said the opinions were arrived at after considering the key factors and from a financial perspective.

It was reported that Adamus Avenue Sdn Bhd, which launched a conditional takeover of M3nergy Bhd, has to-date received close to 85 per cent acceptances for the voting shares in the oil and gas services provider.

This came following the extension to the offer closing period by another 14 days from June 25 to July 9, 2010 with regards to the RM1.85 per share offer.

M3Nergy said the offer did not reflect the underlying value of the company as well as the prospects of the business of the company.

'The board's decision not to pursue other offers was independent of the appointment of HDBS and it was primarily driven by the fact that there were no other offers being presented to the board at the material time,' M3Nergy said.

TA Securities which was appointed by the board as the independent adviser to advise the non-interested directors and the non-interested shareholders of M3nergy in relation to the offer had in their circular to shareholders had given a similar view that the offer was not fair, M3Nergy said.--BERNAMA