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".
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