Waratah and Mineralogy Sign Definitive Support Agreement
December 01 2008 - 9:40AM
Marketwired
Waratah Coal Inc. ("Waratah")(TSX VENTURE: WCI)(ASX: WCI) and
Mineralogy Pty Ltd. ("Mineralogy") announced today that they have
entered into a definitive support agreement in connection with a
revised offer by Mineralogy or a wholly-owned subsidiary of
Mineralogy (the "Amended Offer"). Pursuant to the terms of the
Amended Offer, Waratah shareholders will be entitled to receive
CDN$1.60 in cash per share. Mineralogy has also agreed to extend
the offer to 11:59 p.m. (local time) on December 15, 2008.
Mineralogy's obligation to take up and pay for the Waratah shares
is subject to the condition, among others, that there shall have
been validly deposited under the Amended Offer and not withdrawn at
least 50.1% of the shares on a fully diluted basis (fully diluted
excludes all of the "out the money" options and warrants), unless
waived.
Based on a careful review of the revised terms of the Amended
Offer, the receipt of Merrill Lynch Canada Inc. opinion that the
Amended Offer is fair from a financial point of view to Waratah
Shareholders, consideration of the current global economic
conditions and assessment of alternative transactions to the
Mineralogy Amended Offer, the Special Committee and Waratah's Board
of Directors have determined that the Amended Offer is fair from a
financial point of view to Waratah's shareholders and is in the
best interests of the company and its shareholders. Accordingly,
Waratah's Board of Directors recommends that Waratah shareholders
accept the Amended Offer.
Nicholas Mather, the Chairman of Waratah's Board of Directors,
said "Over the past two months, the Board has thoroughly evaluated
a full range of alternatives to Mineralogy's initial offer with the
assistance of Waratah's financial and legal advisors. After further
discussions with Mineralogy, the Board is recommending that
shareholders tender to the Amended Offer." Mr. Mather added "The
Amended Offer price is 13.5% higher than Mineralogy's original
offer price, and a 28% premium to Waratah's closing price on the
TSX Venture Exchange at Friday's close."
The support agreement provides, subject to its terms, that the
Waratah Board of Directors will issue a notice of change to its
directors' circular that will contain its favourable recommendation
to Waratah shareholders, together with the fairness opinion
provided by Merrill Lynch Canada Inc. Such notice of change will be
issued promptly after Mineralogy mails a notice of extension and
variation in connection with the Amended Offer. The support
agreement contains, among other things, provisions for a $2.7
million break fee, non-solicitation of competing offers,
notification by Waratah to Mineralogy of the receipt of any
alternative proposals from third parties and a right on the part of
Mineralogy to match any such proposal.
Certain directors and senior officers of Waratah (including
their affiliates), who collectively own 8,433,506 shares and
1,170,000 in-the-money options and 1,413,191 in-the-money warrants
to acquire shares, have entered into lock-up agreements with
Mineralogy. Under such lock-up agreements, such directors and
senior officers (including their affiliates) agree to tender the
shares owned by them, or over which they exercise control or
direction over, and any shares acquired by them after the date of
the lock-up agreement to the Amended Offer. The aggregate total of
11,016,697 shares that such directors and senior officers
(including their affiliates) collectively beneficially own, or
exercise control or direction over, represents approximately 17.3
percent on a fully diluted basis.
Shareholders who have questions about the Amended Offer 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 Coal's internal
projections, expectations or beliefs concerning, among other
things, future operating results and various components thereof or
the economic performance of Waratah Coal. The projections,
estimates and beliefs contained in such forward-looking statements
necessarily involve known and unknown risks and uncertainties,
which may cause Waratah Coal'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 Coal's filings with
the Canadian securities authorities. Accordingly, holders of
Waratah Coal shares and potential investors are cautioned that
events or circumstances could cause results to differ materially
from those predicted. Waratah Coal 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 Waratah Coal Inc. Liam Behnke Investor
Relations -Australia +61 7 3303 0676 Email: lbehnke@waratahcoal.com
Website: www.waratahcoal.com
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