05:57:03 EDT Sat 20 Apr 2024
Enter Symbol
or Name
USA
CA



Allana Potash Corp
Symbol AAA
Shares Issued 325,225,006
Close 2015-03-26 C$ 0.33
Market Cap C$ 107,324,252
Recent Sedar Documents

Allana agrees to 50-cent-a-share Israel Chemicals offer

2015-03-26 19:15 ET - News Release

Mr. Farhad Abasov reports

ALLANA POTASH ENTERS INTO ARRANGEMENT AGREEMENT WITH ICL

Allana Potash Corp. has entered into a definitive arrangement agreement with Israel Chemicals Ltd. (ICL), pursuant to which ICL will acquire, through an indirect wholly owned subsidiary, all of the outstanding common shares of the company not currently owned by ICL or its affiliates. The transaction will be effected by way of a court-approved plan of arrangement under the Business Corporations Act (Ontario). A conference call with investors will be held on Friday, March 27, 2015, at 8:30 a.m. EST (please see below for full details).

The arrangement agreement provides that shareholders of the company will be entitled to receive 50 cents in cash, except for Liberty Metals and Mining Holdings LLC (LMM), which will receive the equivalent consideration of 50 cents in ordinary shares of ICL, for each common share exchanged. Based on the closing price of the common shares on March 26, 2015, the transaction value of 50 cents per common share represents a 51.5-per-cent premium to Allana's closing common share price of 33 cents on the last trading day before the announcement of the transaction, and a 37-per-cent premium to Allana's 20-day volume-weighted trading price of 36.5 cents per share on March 26, 2015.

Farhad Abasov, president and chief executive officer of Allana, commented: "Allana's board and management believe that the arrangement provides a very attractive opportunity for the company's shareholders to realize full liquidity at a substantial premium to the market price of Allana's common shares. Allana has developed a very attractive project, but considering the generally challenging financial environment for junior mining companies, we would expect the short- and long-term financing needs of Allana to include potentially significant dilution to Allana's current shareholders. We believe that this transaction provides the best liquidity opportunity for shareholders and firmly validates the efforts of the last six years of development by the Allana team. Allana thanks all shareholders and stakeholders for their support and encouragement over the years. We also congratulate the people and government of Ethiopia on this major milestone in the path to the full realization of the project for the benefit of the Ethiopian people."

Pursuant to the arrangement agreement, certain directors, officers and shareholders of the company (including LMM) holding an aggregate of 13.5 per cent of the common shares have agreed to support the transaction, and each has entered into a support agreement with ICL to vote their Allana securities in favour of the resolutions to be passed at a special meeting of shareholders to approve the transaction.

The arrangement is a business combination for the purposes of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions (MI 61-101). The arrangement must be approved by (i) at least 66-2/3 per cent of the votes cast on a special resolution by shareholders and Allana optionholders present in person or represented by proxy at the meeting voting together as a single class, and (ii) a simple majority of the votes cast by shareholders present in person or represented by proxy at the meeting, excluding the votes in respect of 93,986,342 common shares, being the votes that may be cast by holders of common shares that are required to be excluded pursuant to MI 61-101, which are: (a) ICL and its affiliates, (b) LMM and its affiliates, and (c) Mr. Abasov, the president, chief executive officer and a director of the company.

The arrangement was negotiated between ICL and the company on an arm's-length basis. The company formed an independent special committee comprising Mark Stauffer (chairman), General Lewis MacKenzie and Betty-Ann Heggie. The special committee retained Cantor Fitzgerald Canada Corp. as its financial adviser and independent valuator as required by MI 61-101. Cantor Fitzgerald has provided a verbal opinion that, based upon and subject to certain assumptions, limitations, restrictions and qualifications, the consideration payable by ICL pursuant to the arrangement for the common shares is fair, from a financial point of view, to Allana's shareholders, other than ICL and LMM. In addition, under the supervision of the special committee, Cantor Fitzgerald has prepared an independent valuation and has provided an oral opinion that, based upon and subject to the assumptions, limitations, restrictions and qualifications in such opinion, as at March 26, 2015, the fair market value of the Allana common shares is in the range of 34 cents to 64 cents per common share. The full text of the valuation, which sets forth the assumptions, qualifications and considerations in connection with the valuation, will be available for review on SEDAR.

Based on the advice received from its financial and legal advisers, including the valuation and fairness opinion, the independent committee unanimously determined that (i) the transaction is in the best interests of the company, and (ii) resolved to recommend that the board of directors of the company approve the transaction. The board of directors, with the exception of Mr. Abasov and Yoram Cohen, who declared their interests in the transaction and did not participate in the vote, unanimously determined that the transaction is in the best interests of the company and fair to the shareholders, and resolved to approve the arrangement agreement and to recommend that the shareholders vote in favour of the arrangement.

The arrangement is subject to certain customary conditions, including, among other conditions, approval by the Superior Court of Justice of Ontario (Commercial List) and applicable regulatory approvals, including the Toronto Stock Exchange. In addition, ICL has made an application and a prefiling to an application with the securities regulatory authorities of Ontario, British Columbia, Alberta, Saskatchewan, Manitoba, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland in respect of, and the completion of the arrangement is subject to, (i) ICL and its affiliates obtaining from the local securities regulators an exemptive relief order from certain mineral disclosure requirements under applicable Canadian securities law and from certain requirements under National Instrument 43-101 -- Standards of Disclosure for Mineral Projects, including the requirement to file technical reports, with respect to ICL's existing and future material mineral properties, and (ii) ICL being satisfied prior to closing that ICL will receive an order from the local securities regulators following the completion of the transaction that ICL will not be a reporting issuer in Canada as a result of the arrangement. There is no assurance that the foregoing orders will be obtained.

The arrangement agreement includes customary representations, warranties and covenants, and deal protections provisions. Allana has agreed not to solicit any alternative transactions and to pay ICL a break fee equal to $5.5-million in certain specified circumstances. In addition, Allana has granted ICL a right to match any competing offer. In accordance with the arrangement agreement, the closing of the transaction must occur by no later than Aug. 17, 2015.

Holders of options in the company that have an exercise price less than 50 cents immediately prior to the effective time of the arrangement will be entitled to receive an amount per option (whether vested or unvested) from the company equal to the difference between the option consideration and the exercise price in respect of such option (less applicable withholdings and other source deductions), and such option will be cancelled at the effective time of the arrangement. All other options will be cancelled at the effective time of the arrangement, without any payment in respect thereof. The warrants of the company will remain outstanding in accordance with their terms.

A copy of the arrangement agreement will be available on SEDAR. All relevant special shareholder meeting materials, as well as the location and date of the special meeting, will be mailed to all registered shareholders in due course, as well as being posted on SEDAR.

Allana's Canadian legal counsel for the transaction is Cassels Brock & Blackwell LLP. ICL's Canadian legal counsel is McMillan LLP.

Conference call details

Management will hold a conference call with investors and equity analysts on Friday, March 27, at 8:30 a.m. EST, to discuss the details of this arrangement. The call-in details are as follows:

Date of call:  Friday, March 27, 2015

Time of call:  8:30 a.m. EST

Participant dial-in numbers:  877-223-4471 (North America (toll-free and operator assisted)); 647-788-4922 (international (operator assisted))

Participant ID number:  85058240 followed by the number sign

An audio archive will be available on-line two hours after the call.

We seek Safe Harbor.

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