YNOT EUROPE – Longkloof Limited, a holding company based in the Channel Islands, has increased its per-share offer for Colorado-based New Frontier Media Inc. from $1.35 to $1.75, topping a previous bid of $1.50 per share from rival suitor Manwin. Longkloof’s new offer tops NOOF’s Thursday NASDAQ closing price by four cents and the company’s 52-week high by three cents.

According to Longkloof, the new offer represents a premium of 60 percent over New Frontier’s average closing stock price from Jan. 1 through Feb. 15, 2012, the date on which Longkloof first contacted New Frontier with an unsolicited acquisition proposal. On March 8, NOOF’s per-share price closed at $1.13, prompting Longkloof — which owns about 16 percent of NOOF’s common stock — to tender an all-cash offer of $1.35 per share it doesn’t own on March 9. Along with the offer, Longkloof submitted a letter accusing non-shareholder members of NOOF’s current board of attempting to loot the company by awarding themselves unreasonable non-employee compensation and perks.

When New Frontier balked, saying it had established a special committee to consider the offer, Longkloof upped the stakes: On May 2, the holding company, a division of a larger South Africa-based holding company named Hosken Consolidated Investments, submitted a slate of nominees for the four up-for-election seats on New Frontier’s six-member board of directors. A notice accompanying the nominations indicated Longkloof and other Hosken divisions which had been acquiring NOOF stock for at least 18 months were willing to initiate a proxy battle for control of New Frontier if the adult entertainment company didn’t accept Longkloof’s buyout offer. Together, the Hosken subsidiaries compose the single largest NOOF shareholder.

Although no one seems entirely sure why a European investment company is determined to acquire what it considers a failing American adult entertainment distributor, it may be worth noting that parent company Hosken owns or controls several mainstream media properties.

Although Longkloof has raised its cash offer, it evidently hasn’t raised its opinion of New Frontier’s board of directors and management. In a letter tendering the new buyout offer, a Longkloof representative wrote, “It is time for the special committee to allow the shareholders, the true owners of [New Frontier], to decide for themselves whether our proposal — providing immediate liquidity at a substantial premium — is a better alternative to the board of directors’ current misguided, time-consuming and value-wasting strategy of remaining a public company and paying the associated exorbitant costs, including the excessive and unnecessary board fees to its non-management directors.”

Longkloof also took exception to a New Frontier spokesman’s characterization of the board nominations as indicative of a squeeze play. However, the holding company is determined to achieve its objective: outright ownership of New Frontier.

“For the record, let us be explicitly clear,” Longkloof’s most recent notice stated. “Our intentions are to acquire New Frontier Media in an all-cash transaction representing a substantial premium for all shareholders. To this end, we fully support the special committee’s stated objective of ‘acting in the best interests of, and maximizing value for, all shareholders,’ and are prepared at this time to allow for a ‘go shop’ period in a definitive agreement. We are also prepared to participate in an auction process to ensure that shareholders receive fully negotiated, full and fair value for their shares…. All we ask is that the members of the special committee act quickly, exercise their fiduciary duties and live up to their mandate before further shareholder value is destroyed.”

Finally, Longkloof indicates it will not wait much longer for a resolution to the issue. Apparently, the holding company believes New Frontier’s board of directors is stalling. The notice raises the specter of potential legal action.

“[Is the New Frontier board] looking to further delay the process (such as by delaying the annual meeting) or force a time-consuming and value-destroying litigation when we clearly have the best interests of all shareholders in mind?” the Longkloof notice asked. “We urge [New Frontier] to refrain from establishing any new or additional ‘change of control’ or similar obligations or otherwise taking actions which further erode shareholder value.”

Neither Luxembourg-based Manwin nor New Frontier had responded to Longkloof’s most recent missive by posting time.