Further Supplementary Information Memorandum Lodged for Waratahs ASX Listingadmin
Waratah Coal advises that a further Supplementary Information Memorandum dated November 5, 2008 has been lodged as part of its Listing Application to the Australian Stock Exchange Limited (“ASX”) and can be viewed on the Company’s website www.waratahcoal.com or on www.sedar.com.
The additional disclosure is in relation to a Notice of Change to the Director’s Circular that was filed with the TSX-V on October 31, 2008. In the Notice of Change, the Board of Directors of the Company unanimously recommended that shareholders continue to reject the amended and revised offer from Mineralogy Pty Ltd (Mineralogy) and not tender their shares to the revised Mineralogy offer.
“Mineralogy has not increased its offer price of $1.41 per share, which the Board of Directors, the Special Committee and the Company’s financial advisor, Merrill Lynch Canada Inc., have previously deemed inadequate,” says Howard Stack, Chairman of the Special Committee. “The Board’s principal reasons for rejecting Mineralogy’s original offer continue to apply to its revised offer.”
In making its recommendation, the Board of Directors carefully reviewed the Mineralogy notice of extension and variation and considered many factors, including those detailed in the Directors’ Circular dated October 17, 2008, the recommendation of the Special Committee, the opinion of the Company’s financial advisor, Merrill Lynch Canada Inc., and advice from the Company’s legal advisor, Torys LLP.
As noted in the Directors’ Circular dated 20 October 2008 and the Notice of Change dated 31 October 2008, the Special Committee, with the assistance of the Company’s financial and legal advisors, has been actively pursuing higher bids or more attractive alternative transactions to Mineralogy’s offer that may offer shareholders more attractive value. The Company has entered into confidentiality agreements with a number of interested parties and discussions are in progress to bring forward higher bids or more attractive alternatives.
“We are encouraged by the level of interest and have established a data room for the purpose of providing confidential information to interested third parties, and several parties are already accessing the data room. The Company and its advisors have established a process designed to elicit definitive proposals from interested parties in advance of the December 3, 2008 expiry time of Mineralogy’s revised offer,” says Mr. Stack.
While the Special Committee’s process is ongoing, it is not possible at this time to predict with certainty what alternatives (if any) may emerge from this process. The Board believes that it is in the best interest of the Company and its shareholders for there to be sufficient time to permit higher bids or other strategic alternatives that may be available to the Company to emerge, and for the Special Committee to review and evaluate such potential alternatives.
The Board of Directors will provide shareholders with an update on the status of any alternative transactions before the expiry of Mineralogy’s revised offer, so that shareholders can consider the advances it has made and any material change in circumstances which has come to the Board’s attention.
Availability of the Notice of Change to Directors’ Circular
The Notice of Change contains the Board’s recommendation, a discussion of its reasons for recommending that shareholders reject the Mineralogy’ revised offer and other information required under applicable Canadian securities law. Shareholders are urged to read the Notice of Change to the Directors’ Circular in its entirety. Copies of the Notice of Change to the Directors’ Circular have been mailed to shareholders and are available on the Company’s website at www.waratahcoal.com or on SEDAR at www.sedar.com.
How to withdraw your shares from the revised Mineralogy offer
Shareholders wishing to withdraw their shares from the revised Mineralogy offer are encouraged to contact the Company’s information agent, Laurel Hill Advisory Group, at 1-866-588-7127 (toll free in North America) or at 1-416-637-4661 (collect outside North America).
This press release does not constitute an offer to sell or a solicitation to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (“the U.S. Securities Act”) or any state securities law and may not be offered or sold in the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.