16:32:13 EDT Thu 28 Mar 2024
Enter Symbol
or Name
USA
CA



Uranium One Inc
Symbol UUU
Shares Issued 957,189,036
Close 2013-01-11 C$ 2.41
Market Cap C$ 2,306,825,577
Recent Sedar Documents

Uranium One signs Atomredmetzoloto going-private deal

2013-01-14 07:05 ET - News Release

Mr. Ken Williamson reports

URANIUM ONE ENTERS INTO DEFINITIVE AGREEMENT WITH ARMZ FOR GOING PRIVATE TRANSACTION FOR CDN$2.86 PER SHARE IN CASH; BOARD UNANIMOUSLY RECOMMENDS TRANSACTION

Uranium One Inc. has entered into a definitive agreement with JSC Atomredmetzoloto and its affiliate, Effective Energy N.V. (collectively ARMZ), under which the company would be taken private pursuant to a plan of arrangement. ARMZ and its affiliates currently own 51.4 per cent of the Uranium One common shares.

Under the plan of arrangement, ARMZ would acquire all of the common shares that ARMZ and its affiliates do not already own for cash consideration of $2.86 per share. The cash consideration represents a 32-per-cent premium to the 20-day volume-weighted average price of the common shares on the Toronto Stock Exchange for the period ending Jan. 11, 2013.

The transaction provides total consideration to minority shareholders of approximately $1.3-billion and implies an equity value for Uranium One of approximately $2.8-billion.

The board of directors of Uranium One has unanimously (with Vadim Jivov, Mr. Sattler and Mr. Yampolskiy abstaining) determined that the plan of arrangement is in the best interests of Uranium One and is fair to its shareholders.

The determination of the board was made upon the recommendation of a special committee of independent directors, and after consideration of the advice of legal and financial advisers to the independent committee and the company.

Ken Williamson, chairman of the independent committee, stated: "This proposal represents a significant premium to the 20-day volume-weighted average price of the common shares prior to today's announcement. We recommend that shareholders vote in favour of the plan of arrangement at the special meeting of shareholders that will be called to approve the transaction."

Canaccord Genuity Corp., which is acting as financial adviser to the independent committee, has provided an opinion to the effect that, as of the date of the opinion and based upon and subject to the limitations and qualifications therein, the consideration to be received for the common shares is fair, from a financial point of view, to the holders of the common shares (other than ARMZ and its affiliates). GMP Securities L.P. has prepared and delivered a formal valuation of the common shares under the supervision of the independent committee as contemplated by Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. GMP Securities concluded that, subject to the assumptions, qualifications and limitations provided in the formal valuation, that the fair market value of a Uranium One common share is in the range of $2.66 (U.S.) to $3.21 (U.S.) (equivalent to $2.62 to $3.16 using Friday's closing exchange rate of 1.0154) as at the date of the formal valuation.

"Despite the uranium industry's currently challenging outlook, ARMZ will continue with its strategy of developing Uranium One into the leading global uranium producer, which was the basis of our original investment in the company," said Vadim Jivov, chairman of the board of ARMZ.

The implementation of the plan of arrangement will be subject to approval by the holders of the affected securities at a special meeting expected to be held in March, 2013. As the transaction will constitute a "business combination" for the purposes of Multilateral Instrument 61-101, the implementation of the plan of arrangement will be subject to approval by a majority of the votes cast by shareholders other than ARMZ and its affiliates, in addition to approval by 66-2/3 per cent of the votes cast by holders of common shares. The transaction also will be subject to applicable regulatory approvals and certain closing conditions customary in transactions of this nature.

The arrangement agreement provides for, among other things, a non-solicitation covenant on the part of Uranium One (subject to customary fiduciary out provisions). The arrangement agreement also provides ARMZ with a right to match and requires the company to pay a termination fee equal to $45-million in certain circumstances. All of the directors and senior officers of Uranium One have entered into voting agreements pursuant to which, among other things, they have agreed to vote their common shares in favour of the plan of arrangement.

The terms and conditions of the proposed transaction will be disclosed in an information circular that will be mailed in February, 2013, to the securityholders of Uranium One that will be entitled to vote at the special meeting. It is anticipated that the transaction, if approved by Uranium One securityholders and the court, will be completed in the second quarter of 2013.

Within 30 days of completion of the transaction, Uranium One will make an offer to purchase the $259,985,000 principal amount of 7.5-per-cent (reset to 5-per-cent) convertible unsecured subordinated debentures due March 13, 2015, as prescribed by the terms of the debentures. The completion of the transaction is not dependent on any approval from the debentureholders or the acceptance of the offer to purchase.

Goodmans LLP and Cassels Brock & Blackwell LLP are acting as legal counsel to Uranium One and the independent committee, respectively. BMO Capital Markets is acting as financial adviser, and Stikeman Elliott LLP is acting as legal counsel, to ARMZ.

Uranium One has engaged Kingsdale Shareholder Services Inc. as its proxy solicitation agent. Shareholders with questions should contact Kingsdale at North America toll-free 1-877-659-1818 or collect 1-416-867-2272.

Copies of the arrangement agreement, the information circular for the special meeting and certain related documents will be filed with Canadian securities regulators and will be available on SEDAR.

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