Shareholder rights plan of Waratah Coal Inc. to be rendered ineffectiveadmin
Mineralogy Pty Ltd. announced that the British Columbia Securities Commission has issued a ruling with respect to Mineralogy’s application to have the shareholder rights plan (commonly referred to as a “poison pill”) of Waratah Coal Inc. (“Waratah”, TSX-V: WCI) rendered ineffective prior to the expiry of Mineralogy’s offer to acquire, at a price of $1.41 per share, all of the common shares of Waratah not already held by Mineralogy or any of its affiliates.
In response to Mineralogy’s application, the Commission scheduled a hearing for November 25, 2008. On November 24, 2008, the parties asked the Commission to adjourn the hearing and issue a consent order. Reviewing the form of order submitted by the parties, the Commission found that Waratah had indicated that it was prepared either to render the rights plan ineffective prior to the expiry date of the Offer or, should it not do so, to accept an order that would have the same result. The Commission stated that it needed to consider Mineralogy’s application only if Waratah was refusing to neutralize the shareholder rights plan. The Commission held that, based on the consent order submitted to it, this was not the case.
The effect of this is that Mineralogy will be in a position to take up the shares tendered to its Offer upon its expiry, assuming that the conditions of the Offer are met or waived. The Offer is open for acceptance until 11:59 p.m. (Toronto time) on December 5, 2008.
Professor Clive Palmer, Mineralogy’s founder and Executive Chairman, welcomed the ruling, saying, “This ruling opens the way for Mineralogy to take up shares tendered to our offer.” He added, “Waratah’s board of directors has been given ample time to seek out an alternative transaction for Waratah’s shareholders and nothing has come to light. The time has come to let shareholders decide on the merits of our offer.”
If you are a Waratah shareholder and have any questions regarding how to tender your shares, please contact the information agent for the Offer, Georgeson Shareholder Communications, who can be reached from North America (toll free) by calling 1-866-676-3031 or from outside North America by calling collect to 1-212-440-9800.