Mr. Dennis Logan of Almonty reports
ALMONTY INDUSTRIES INC. TO ACQUIRE WOULFE MINING CORP. AND BECOME THE LEADING INTERNATIONAL TUNGSTEN COMPANY
Almonty Industries Inc. and Woulfe
Mining Corp. have entered into an arrangement agreement, pursuant to which Almonty and Woulfe will proceed with
a business combination in which Almonty will acquire all of the
outstanding common shares of Woulfe by way of a court-approved plan of
arrangement.
Transaction highlights:
- The offer price represents a 16.7-per-cent premium to the closing price of the
common shares of Woulfe on the Canadian Stock Exchange on July 6, 2015.
- The proposed arrangement has received unanimous approval of the board
of directors of Almonty (Lewis Black abstaining).
- The proposed arrangement has received unanimous approval of the board
of directors of Woulfe (Lewis Black abstaining), acting on advice of a
special committee composed of four independent directors after consultation with independent financial and
legal advisers.
- The special committee's financial adviser, Jacob Securities Inc., has provided its verbal opinion that the
consideration to be received by Woulfe shareholders pursuant to the
terms of the arrangement is fair, from a financial point of view, to
the Woulfe shareholders (other than Almonty and its affiliates).
- The proposed arrangement delivers a premium to Woulfe shareholders and
the ability to unlock value in Almonty going forward. Almonty has a
proven management team with a strong record of operational
success. Almonty's assets are composed of two producing mines in
Australia and Spain producing more than 1,800 tonnes of tungsten per
year.
- The proposed arrangement is expected to close in early September, 2015,
subject to satisfaction of certain customary conditions.
- Pursuant to the arrangement agreement, on closing, each common share of
Woulfe will be exchanged for 0.1029 of a common share of Almonty. Based
on Almonty's share price on July 6, 2015, this represents total
consideration of seven cents per Woulfe share and a premium of 16.7 per cent to
Woulfe's closing price on July 6, 2015. Upon completion of the
arrangement, Woulfe shareholders will own approximately 40.2 per cent of the
combined businesses.
Mr. Black, president and chief executive officer of Almonty, commented: "This transaction
represents the opportunity to combine one of the world's most promising
undeveloped tungsten assets with our significant portfolio of producing
assets, to create a truly global tungsten powerhouse. Almonty has
already established itself as a leading producer of tungsten outside of
China and premier consolidator of global tungsten assets. With the
addition of Woulfe's flagship Sangdong mine, we are confident about the
combined team's ability to unlock significant value from our collective
assets for our combined shareholders."
Brian Howlett, chairman of the special committee of Woulfe, commented:
"We consider this to be a win-win for the shareholders of both
companies. For Woulfe shareholders, it provides an immediate premium
valuation, enhanced liquidity and participation in the growth of the
largest independent tungsten company outside of China at a time when
financing our continued operations has been very challenging."
Woulfe's principal asset is the 100-per-cent-owned Sangdong tungsten/molybdenum
project located in South Korea, located 187 kilometres
southeast of Seoul (subject to a third party, which may purchase a
25-per-cent ownership interest in Sangdong for $35-million). The property is
composed of 12 mining rights with an aggregate area of 3,173 hectares.
Woulfe recently completed a 2015 resource update and feasibility study
in accordance with National Instrument 43-101 (standards of
disclosure for mineral projects) on the
Sangdong mine, which is available on Woulfe's SEDAR profiile.
Almonty's principal assets are the producing Los Santos tungsten mine in
Spain, and the producing Wolfram camp tungsten and molybdenum mine in
Queensland, Australia. In addition, Almonty is working toward the
commissioning of the Valtreixal tin/tungsten mine in northwestern Spain
with anticipated production in 2017. Technical reports in accordance
with NI 43-101 on each of Almonty's principal assets are available on
Almonty's SEDAR profile.
Transaction overview
The proposed business combination transaction will be carried out by way
of a plan of arrangement under the provisions of the Business
Corporations Act (British Columbia). The implementation of the
arrangement will be subject to approval of the TSX Venture Exchange, the
approval of the Supreme Court of British Columbia and the favourable
vote of shareholders of Woulfe at a special meeting, expected to be held
on or before Sept. 8, 2015. To obtain the required
shareholder approval, a favourable vote of 66-2/3 per cent of the votes cast at
the meeting, together with minority approval in accordance with
Multilateral Instrument 61-101 (protection of minority securityholders in special transactions), will be required. Pursuant to the terms of the arrangement agreement,
the proposed arrangement is also subject to the satisfaction of certain
closing conditions customary for transactions of this nature.
The arrangement agreement also provides for customary support and
non-solicitation covenants from Woulfe (subject to standard fiduciary-out provisions that entitle Woulfe to accept a superior proposal and a
five-business-day right to match in favour of Almonty). The
arrangement agreement also provides for the payment of a termination fee
of $770,000, representing approximately 3 per cent of the equity value of
Woulfe, to Almonty if the proposed arrangement is not completed in
certain specified circumstances.
The board of directors of each of Almonty and Woulfe, Mr. Black
abstaining, unanimously approved the terms of the proposed arrangement
and, in the case of the Woulfe board, recommends that its shareholders vote
in favour of the proposed arrangement. In the case of Woulfe: (i) the
special committee was formed to consider the proposed arrangement and
make a recommendation to the board of directors of Woulfe; and (ii)
Mr. Black declared a conflict of interest and did not participate in
any discussions regarding, or approval of, the proposed arrangement.
Jacob Securities was retained by the special committee to provide an
independent fairness opinion and has concluded that the consideration to
be received by shareholders of Woulfe (other than Almonty and its
affiliates) is fair, from a financial point of view, to such
shareholders. In the case of Almonty, Mr. Black declared his interest
and did not vote on the approval of the proposed arrangement. Almonty
owns 29,497,229 common shares in the capital of Woulfe, representing
approximately 8 per cent of the issued and outstanding common shares, and holds
approximately 18.5 per cent of the issued and outstanding common shares of
Woulfe on a partially diluted basis.
The directors and senior officers of Woulfe have entered into customary
voting support agreements pursuant to which, among other things, they
have agreed to vote their common shares of Woulfe (representing
approximately 0.16 per cent of the outstanding common shares of Woulfe) in
favour of the proposed arrangement.
The number of Almonty shares to be issued will be approximately
34,828,500, based on Woulfe's currently outstanding common shares. Under
the plan of arrangement, upon closing, all outstanding Woulfe options
will be exchanged for Almonty options. All Woulfe warrants and
debentures will remain outstanding in accordance with their terms.
The terms and conditions for the arrangement agreement will be
summarized in Woulfe's management information circular, which is
expected to be filed on SEDAR and mailed to shareholders of Woulfe in
early August, 2015. If the arrangement is approved by shareholders of
Woulfe, it is anticipated that the arrangement will be completed in
early September, 2015.
Copies of the arrangement agreement and certain related documents will
be filed with the Canadian securities regulators and will be available
on the SEDAR website.
The Woulfe management information circular will also be available at SEDAR.
This announcement is for informational purposes only and does not
constitute an offer to purchase, a solicitation of an offer to sell
shares or a solicitation of a proxy.
Advisers
Almonty's legal adviser in Canada is Wildeboer Dellelce LLP, Osler,
Hoskin & Harcourt LLP in the United States and Kim & Chang in Korea, and
Almonty's financial adviser is Dundee Securities Ltd. Woulfe's legal
advisers are Armstrong Simpson Legal Counsel in Canada and Lee
International IP & Law Group in Korea. Cassels Brock & Blackwell LLP
acts as independent legal advisers to the special committee, and Jacob
Securities acts as financial adviser to the special committee.
We seek Safe Harbor.
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