George Forrest International Afrique S.P.R.L. to Acquire Forsys Metals Corp in Cash Transaction Valued at Approximately CAD$579 Millionadmin
Forsys Metals Corp and George Forrest International Afrique S.P.R.L. announce that they have entered into a definitive agreement pursuant to which GFI will effectively acquire, by way of a court-approved plan of arrangement, all of the outstanding common shares of Forsys on the basis of CAD$7.00 per share in cash for each common share of Forsys, plus the “in the money” amount of any outstanding Forsys options and warrants.
The CAD$7.00 per share consideration represents a 55% premium to the average closing price of Forsys common shares on the Toronto Stock Exchange for the 20 trading days ending November 13, 2008 and a premium of 51% to the closing price on the Toronto Stock Exchange on November 13, 2008.
The Board of Directors of Forsys has unanimously approved the Offer and resolved to recommend to the holders of Forsys shares, options and warrants that they vote in favour of the Offer. In determining to recommend the transaction to the securityholders of Forsys, the Board of Directors considered a number of factors and has relied in part on an opinion from CIBC World Markets Inc., financial advisors to Forsys, to the effect that, subject to the assumptions and conditions set forth in such opinion, the consideration to be received by the holders of Forsys common shares pursuant to the Offer is fair, from a financial point of view, to such holders.
In addition, the Directors, Senior Officers and certain other securityholders of Forsys have entered into support agreements with GFI, pursuant to which they have irrevocably agreed to vote their shares (including any shares issuable upon the exercise of options and warrants) and their options and warrants, representing approximately 20.4% of the outstanding common shares of Forsys (calculated on a fully diluted basis) in favour of the Offer.
Commenting on the transaction, Mr. Duane Parnham, President and Chief Executive Officer of Forsys said “We believe that this Offer provides all shareholders of Forsys with the opportunity to realize an immediate and significant premium for their shares in cash. The Board has considered the Offer, amongst other things, in light of current market conditions and recommends the Offer to all shareholders”.
About the Offer
The Offer will be carried out by way of a statutory plan of arrangement pursuant to the Canada Business Corporations Act (Ontario) and must be approved by the Ontario Superior Court of Justice and the affirmative vote of two-thirds of Forsys securityholders present in person or by proxy at a special meeting of securityholders to be called and held to consider the Offer. The agreement contemplates holders of Forsys options and warrants being given an opportunity to vote as one class with Forsys shareholders.
The Offer is expected to close in February 2009, subject to and shortly after receipt of securityholder and court approvals.
GFI will finance the acquisition through a combination of cash-on-hand and access to existing credit facilities. The transaction is not conditional on any financing condition.
The completion of the Offer is subject to customary closing conditions, including the receipt of any required regulatory approvals.
Details regarding these and other terms of the Offer are set out in the arrangement agreement, which will be filed by Forsys on the Canadian SEDAR website at www.sedar.com.
Further information regarding the Offer will be contained in a proxy circular that Forsys will prepare and mail to the holders of Forsys securities in connection with the special meeting of securityholders to be held to approve the Offer. All securityholders are urged to read the proxy circular once it becomes available as it will contain additional important information concerning the transaction.
CIBC World Markets Inc. has acted as financial advisor and McCarthy Tetrault LLP has acted as legal counsel to Forsys in connection with the Offer.
Aird & Berlis LLP has acted as Canadian legal counsel to GFI in connection with the Offer. Marcourt and Collins S.P.R.L has acted as Belgian legal counsel to GFI in connection with the Offer.