Mr. David Jan reports
WESTERN COAL ENTERS INTO EXCLUSIVE NEGOTIATIONS FOR POTENTIAL BUSINESS COMBINATION WITH WALTER ENERGY
Western Coal Corp. has entered
into an exclusivity agreement with, and received a proposal regarding a
strategic business combination from Walter Energy
Inc., a leading United States producer and exporter of hard
coking coal for the global steel industry.
If concluded, the combination proposal contemplates a plan of
arrangement transaction whereby Western shareholders would receive a
mixture of cash and Walter shares valued at $11.50 per Western share.
The proposed value represents a premium of 55.8 per cent to Western's closing
price yesterday of $7.38 on the Toronto Stock Exchange. The proposal
values Western's equity at $3.3-billion, based on Western's 291.1
million common shares outstanding on a fully diluted basis (excluding
common shares held by wholly owned subsidiaries of the company).
The combination would create one of the world's largest pure-play
publicly traded producers of metallurgical coal with geographically
diversified assets in Canada, the U.S. and the United Kingdom and with strong market
positions in Asia, South America, North America and Europe. The
combined company would have synergistic technical expertise in both
open-pit and underground coal mining. The combined company's market
capitalization and enhanced financial strength would position it well
to execute on strategic growth plans.
Western expects to produce 6.1 million tonnes of coal for the fiscal
year ending March 31, 2011, growing to 10 million tonnes for fiscal
2013. Walter, based in Tampa, Fla., has stated that it expects to produce
6.6 million tonnes of coal in the calendar year 2010, growing to 8.6
million tonnes in the calendar year 2012. The vast majority of
production for both companies is metallurgical coal.
Due-diligence period
Walter's proposal is subject to due diligence and negotiation of
definitive agreements. During the due-diligence period, Western has
agreed to work exclusively with Walter for a period of up to 14 days
expiring Dec. 1, 2010. If a definitive agreement is not reached, no
penalties will be incurred by either party. The combination would be
subject to approval by shareholders of Western and regulatory
authorities.
Walter's proposal is not binding on either party, except with respect to
the exclusivity obligations. Western cautions that no definitive
agreement has been entered into and accordingly no assurance can be
given that the negotiations between Western and Walter will lead to a
transaction that is consistent with Walter's proposal or to any
transaction at all.
Western does not intend to make any further announcements or
communications regarding this potential transaction until either a
definitive agreement has been reached or discussions are terminated
without such an agreement being reached.
Western has retained RBC Capital Markets as its financial adviser,
Goodmans LLP as its Canadian legal adviser and Paul, Weiss, Rifkind,
Wharton & Garrison LLP as its U.S. legal adviser. Western's U.K. advisers
are Trowers & Hamlins LLP (legal) and Cenkos Securities PLC (nominated
adviser).
Western has established a committee of its independent directors to
consider the Walter proposal. Deloitte & Touche LLP is acting as
independent financial adviser to the special committee.
Walter's agreement with Audley
Western also announced that it was informed today by its largest
shareholder, Audley European Opportunities Master Fund Ltd., that Audley has signed an agreement to sell approximately
54.5 million common shares of Western (representing approximately 19.8 per cent
of Western's 276.1 million basic common shares outstanding, excluding
common shares held by wholly owned subsidiaries of the company) to
Walter at a price of $11.50 per share, or total consideration of
approximately $630-million, subject to adjustment in certain
circumstances. Western is not a party to the share purchase agreement.
Under the share purchase agreement, the Western shares would be sold in
two instalments. Upon the satisfaction of certain closing conditions,
Walter would acquire approximately 25.3 million common shares for cash,
with the balance to be acquired for cash or Walter stock immediately
upon the combination of Western and Walter or, in any event, no later
than April 30, 2011. The sale by Audley to Walter of 54.5 million
common shares of Western is subject to the expiration or termination of
the applicable waiting period under the U.S. Hart-Scott-Rodino Antitrust
Improvements Act and compliance with any other applicable competition
laws.
Western has been advised that a copy of the share purchase agreement
will be filed by Audley on SEDAR and by Walter on EDGAR.
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