Waratah Announces Ruling Regarding Shareholder Rights Plan and Acknowledges Extension and Amendment of Mineralogy Offer
November 27 2008 - 9:00AM
Marketwired
The Board of Directors of Waratah Coal Inc. ("Waratah") (TSX
VENTURE: WCI)(ASX: WCI) announced today that the British Columbia
Securities Commission (the "BC Securities Commission") has issued a
ruling dated November 26, 2008 disposing of the application by
Mineralogy Pty Ltd. ("Mineralogy") to cease trade securities under
Waratah's shareholder rights plan dated October 7, 2008 (the
"Rights Plan") so Mineralogy's offer dated October 3, 2008, as
amended and extended on October 24, 2008 and November 24, 2008 (the
"Mineralogy Offer") could be completed on its expiry date.
Mineralogy and Waratah had agreed to a form of consent order in
connection with the Mineralogy Offer, pursuant to which the Rights
Plan would be cease traded, effective as of the expiry date of the
Mineralogy Offer, unless Waratah has previously redeemed all rights
issued under the Rights Plan or waived the application of the
Rights Plan. The BC Securities Commission ruled that it needed to
consider Mineralogy's application only if Waratah were refusing to
neutralize the Rights Plan before the expiry of the Mineralogy
Offer, which is not the case. Waratah is prepared either to render
the Rights Plan ineffective before the expiry time of the
Mineralogy Offer or, should it not do so, to accept an order that
will have the same result. Accordingly, the BC Securities
Commission ruled that there was no reason to consider Mineralogy's
application.
Howard Stack, Chairman of Waratah's Special Committee, said,
"This ruling allows the Special Committee to continue its process
aimed at generating higher bids or more value-enhancing
alternatives and it provides clarity with respect to the Rights
Plan for Waratah shareholders." Waratah also today acknowledges
that Mineralogy has amended its offer and extended the period
during which its offer is open for acceptance until 11:59 p.m.
(Toronto time) on December 5, 2008. Mineralogy's Notice of
Extension and Variation dated November 24, 2008, includes
disclosure stating that if Mineralogy acquires shares under its
offer, it intends (but does not guarantee) to pursue a statutory
right of compulsory acquisition or a business combination (each a
"going-private transaction") in order to acquire all of the shares
not tendered to the offer. Mineralogy has not increased its offer
price of C$1.41 per share.
Mineralogy's amendment does not change the Board's
recommendation that shareholders should not tender their shares to
the Mineralogy Offer, as set out in the Directors' Circular dated
October 17, 2008 and subsequently reaffirmed in the Notice of
Change dated October 30, 2008, both of which are available on
Waratah's website at www.waratahcoal.com and on SEDAR at
www.sedar.com.
Nicholas Mather, Chairman of Waratah's Board of Directors said,
"The Board of Directors continues to have a number of concerns with
the Mineralogy Offer that were identified in our Directors'
Circular and Notice of Change, including that the consideration
under the Mineralogy Offer is inadequate." Mr. Mather added that,
"Despite the amendment, Mineralogy has indicated that there is no
assurance that any going-private transaction will be completed, and
that, in fact, Mineralogy has reserved the right, in its sole
discretion, not to complete such a transaction."
Shareholders who have questions about the Mineralogy Offer (or
who may have already tendered to the Mineralogy Offer and wish to
withdraw their shares) may contact Waratah's information agent,
Laurel Hill Advisory Group, at 1-866-588-7127 (toll free in North
America) or at 1-416-637-4661 (collect outside North America).
This press release does not constitute an offer to sell or a
solicitation to buy any of the securities in the United States. The
securities have not been and will not be registered under the
United States Securities Act of 1933, as amended ("the U.S.
Securities Act") or any state securities law and may not be offered
or sold in the United States or to U.S. Persons unless registered
under the U.S. Securities Act and applicable state securities laws
or an exemption from such registration is available.
Cautionary language:
Except for the historical and present factual information
contained herein, the matters set forth in this news release,
including words such as "expects", "projects", "plans",
"anticipates" and similar expressions, are forward-looking
information that represents management of Waratah's internal
projections, expectations or beliefs concerning, among other
things, future operating results and various components thereof or
the economic performance of Waratah. The projections, estimates and
beliefs contained in such forward-looking statements necessarily
involve known and unknown risks and uncertainties, which may cause
Waratah's actual performance and financial results in future
periods to differ materially from any projections of future
performance or results expressed or implied by such forward-looking
statements. These risks and uncertainties include, among other
things, those described in Waratah's filings with the Canadian
securities authorities. Accordingly, holders of Waratah shares and
potential investors are cautioned that events or circumstances
could cause results to differ materially from those predicted.
Waratah disclaims any responsibility to update these
forward-looking statements.
The TSX Venture Exchange has not reviewed and does not accept
responsibility for the adequacy or accuracy of this release.
Contacts: Waratah Coal Inc. Peter Lynch President and CEO +61 7
3303 0692 Email: plynch@waratahcoal.com Waratah Coal Inc. Michael
Joyner Investor Relations - Canada (416) 368-3671 Email:
mjoyner@waratahcoal.com Website: www.waratahcoal.com
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