LA MANCHA REACHES DEFINITIVE AGREEMENT TO BE ACQUIRED BY WEATHER II AT A PRICE OF $3.50 PER SHARE.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS ACCEPTANCE OF THE OFFER
July 13, 2012 - La Mancha Resources Inc. (TSX: LMA, hereinafter "La Mancha" or the "Company") announced today that it has entered into an agreement (the "Support Agreement") with Weather Investments II S.à.r.l. ("Weather II"), pursuant to which Weather II has agreed, subject to the terms of the Support Agreement, to offer to purchase all outstanding common shares of La Mancha by way of a take-over bid at a price of $3.50 per share in cash (the "Offer"). Weather II is one of the many successful businesses managed by Mr. Naguib Sawiris. The wider Sawiris Family of Egypt have substantial indirect interests in existing operations in the telecoms, construction and fertilizers, cement, real estate and hotel development industries.
The Offer represents a premium of approximately 55.6% to the closing price of the Company's common shares on the TSX on July 12, 2012, immediately prior to the announcement of the Offer and a premium of approximately 43.1% to the 20-day volume weighted average price as at July 12, 2012 of the Company's common shares on the TSX.
As announced on March 14, 2012, La Mancha established a special committee of independent Directors (the "Special Committee") to conduct an auction process to solicit acquisition proposals to maximize value for all shareholders. As a result of this process, a number of proposals were received from different parties. After consultation with its financial advisers, BMO Capital Markets, and legal advisers, Fasken Martineau DuMoulin LLP, and after receiving the unanimous recommendation of the Special Committee, La Mancha's Board of Directors has unanimously determined that the Offer is fair to the holders of La Mancha common shares and has agreed to recommend to shareholders that they accept the Offer.
Dominique Delorme, President and CEO commented, "We are glad to announce a transaction that should benefit all of La Mancha's stakeholders. While offering a significant premium to our shareholders, this transaction will enable the La Mancha team to pursue the development of its projects with its partners in Sudan, Côte d'Ivoire and Australia with the support of a strong financial partner. We are delighted by the show of confidence expressed by Weather II through this transaction and are looking forward to put our operating and development expertise at their service".
Naguib Sawiris, Chairman & CEO of Weather II commented, "We are very pleased to reach agreement on this acquisition. The Company represents an extremely attractive opportunity with a geographically diverse portfolio of assets offering exposure to growth and development stage projects. We look forward to working with the strong management team to realize the full potential of the Company going forward".
The auction process was launched following a request received from La Mancha's majority shareholder, Compagnie Française de Mines et Métaux ("CFMM"), a wholly-owned subsidiary of AREVA Mines ("AREVA"). CFMM has entered into a hard lock-up with Weather II pursuant to which it has irrevocably agreed to tender 90 million shares, or approximately 62.8% of the Company's fully diluted outstanding shares, into the Offer. Under the lock-up, CFMM has no ability to tender its shares under a competing transaction while the Offer is outstanding.
La Mancha's financial advisor, BMO Capital Markets, has provided an opinion to the effect that, as of the date of such opinion and based upon and subject to the assumptions, limitations, and qualifications stated in such opinion, the consideration proposed to be paid to the holders of La Mancha common shares pursuant to the Offer is fair from a financial point of view to La Mancha shareholders.
The Support Agreement provides that La Mancha may not solicit other offers, subject to the ability of La Mancha's Board of Directors, in the exercise of their fiduciary duties, to consider certain unsolicited acquisition proposals made by third parties. The Support Agreement also includes, among other things, customary provisions relating to support of the Offer by the Company's Board of Directors, non-solicitation covenants, fiduciary out provisions and a right in favor of Weather II to match any unsolicited acquisition proposal from a third party that the Board of Directors of the Company determines, in the exercise of its fiduciary duties, to be superior to the transaction contemplated by the Support Agreement. The Support Agreement provides for payment to Weather II of a termination fee of approximately $15 million if the acquisition is not completed in certain specified circumstances. The obligation of Weather II to take up and pay for La Mancha common shares pursuant to the Offer is subject to certain conditions, including the absence of a material adverse change with respect to La Mancha. The Offer is not conditional on financing. Weather II may waive certain conditions of the Offer in certain circumstances. If the Offer is successful, Weather II has agreed to take steps available to it under relevant corporate and securities laws to acquire any remaining outstanding La Mancha common shares.
Weather II has announced that it intends to commence its Offer and to mail its Take-over Bid Circular within 15 business days of the signing of the Support Agreement. The Offer will be open for acceptance for a period of not less than 35 days. Weather II has committed to take up and pay for the shares within two business days of being obligated to take up the shares. La Mancha's Board of Directors intends to mail its Directors' Circular recommending the Offer at the same time as the mailing of the Weather II Take-over Bid Circular. The details of the Offer will be contained in the Take-over Bid Circular, which will be available at www.sedar.com.
BMO Capital Markets is acting as financial advisor to the Company and Fasken Martineau DuMoulin LLP is acting as legal counsel to the Company. Deutsche Bank is acting as financial advisor and Blakes is acting as legal counsel to AREVA. Société Générale is acting as financial advisor and Norton Rose LLP is acting as legal counsel to Weather II.
ABOUT LA MANCHA RESOURCES INC.:
La Mancha Resources Inc. is an international gold producer based in Canada with operations, development projects and exploration activities in Africa, Australia and Argentina. La Mancha's shares trade on the Toronto Stock Exchange (TSX) under the symbol "LMA".