Waratah Mails Notice of Change Recommending Shareholders Accept Mineralogy's Amended Offer
December 08 2008 - 12:54PM
Marketwired
Waratah Coal Inc. ("Waratah") (TSX VENTURE: WCI)(ASX: WCI) has
announced that it will mail its Notice of Change to its Directors'
Circular today. In its Notice of Change, the Board of Directors of
Waratah recommends that shareholders accept the amended offer
("Amended Offer") from Mineralogy Pty Ltd. ("Mineralogy") and
tender their shares to the Amended Offer.
Under the Amended Offer, Mineralogy has increased the offer
price to CDN$1.60 per share and has extended the offer to remain
open for acceptance until 11:59 p.m. (Vancouver time) on December
15, 2008. Merrill Lynch Canada Inc. ("Merrill Lynch"), Waratah's
financial advisor, has provided an opinion that the consideration
offered under the Amended Offer is fair from a financial point of
view to shareholders, other than Mineralogy and its affiliates. The
full text of Merrill Lynch's opinion is included in the Notice of
Change as Appendix A.
As was announced on December 1, 2008, Waratah and Mineralogy
have entered into a definitive agreement pursuant to which Waratah
has agreed to support the Amended Offer.
As was also previously announced, certain directors and senior
officers of Waratah (including their associates), holding shares
and in-the-money options and in-the-money warrants that represent,
in the aggregate, approximately 17% of Waratah's outstanding
shares, on a fully-diluted basis, have entered into lock-up
agreements with Mineralogy. Under such lock-up agreements, such
directors and senior officers (including their associates) have
agreed to tender the shares owned by them, or over which they
exercise control or direction, and any shares acquired by them upon
the exercise of options or warrants held by them, to the Amended
Offer.
Availability of the Notice of Change to Directors' Circular
The Notice of Change contains the Board's recommendation, a
discussion of its reasons for recommending that shareholders accept
the Amended Offer and other information required under applicable
Canadian securities law. Shareholders are urged to read the Notice
of Change to the Directors' Circular in its entirety. Copies of the
Notice of Change to the Directors' Circular will be mailed to
shareholders and will be available on Waratah's website at
www.waratahcoal.com and on SEDAR at www.sedar.com.
How to tender your shares to the Amended Offer
Waratah shareholders wishing to tender their shares to the
Amended Offer are encouraged to 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
Waratah Coal Com Npv (TSXV:WCI)
Historical Stock Chart
From Apr 2024 to May 2024
Waratah Coal Com Npv (TSXV:WCI)
Historical Stock Chart
From May 2023 to May 2024