Atlas Iron and Warwick Resources Merger Moves Ahead
Warwick Resources Limited (“Warwick”) and Atlas Iron Limited (“Atlas”) are pleased to announce that the Federal Court has today made orders to allow Warwick to convene a meeting of its shareholders (“Shareholders Meeting”) and a meeting of its optionholders ("Optionholders Meeting"), to consider the schemes of arrangement (“Schemes”) for Warwick’s proposed merger with Atlas that was announced to ASX on 8 September 2009.
Details of the merger, including details of how Warwick shareholders and optionholders (“Warwick Security Holders”) can vote on the proposed merger, are set out in the Scheme Booklet that will be mailed to Warwick Security Holders shortly. The Scheme Booklet also contains Independent Expert’s Reports that have assessed the proposed merger and concluded that the Schemes are fair and reasonable and in the best interests of Warwick Security Holders.
Scheme Consideration
Under the terms of the Schemes, Atlas is offering:
· Warwick shareholders 1 Atlas share for every 3 Warwick shares held on the record date for the share scheme; and
· Warwick optionholders a number of Atlas shares which is dependent on the tranche of Warwick options held by each optionholder, as set out in Atlas' and Warwick's ASX announcements that were released on 8 September 2009 .
Directors’ Recommendation
The directors of Warwick (other than Atlas' nominee) have unanimously recommended that Warwick Security Holders vote in favour of the Schemes, in the absence of a superior offer. The directors of Warwick have also advised that they each intend to vote the Warwick shares and options that they control in favour of the Schemes, in the absence of a superior offer.
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