Southwestern Announces Plan of Arrangement With Hochschild Mining
Southwestern Resources Corp. announce that, further to its press release dated March 10, 2009, it has entered into an Arrangement Agreement providing for the acquisition by Hochschild, directly or indirectly, of all of Southwestern’s issued and outstanding common shares by way of a plan of arrangement under the Business Corporations Act (British Columbia).
The cash consideration of $0.50 per share to be paid to Southwestern shareholders under the Arrangement represents a 144% premium to the closing price of Southwestern’s shares on the Toronto Stock Exchange (“TSX”) on March 9, 2009, the day prior to the initial announcement of the letter agreement respecting the Arrangement, and a 121% premium to the weighted average trading price of Southwestern’s common shares on the TSX for the 20 trading days prior to such announcement.
The Company’s board of directors has received a fairness opinion from Canaccord Capital Corporation, which provides that the consideration to be received by Southwestern’s shareholders pursuant to the Transaction is fair, from a financial point of view, to such shareholders. After an evaluation conducted by an independent committee, Southwestern’s board has determined that the Arrangement is fair to its shareholders and is in the best interests of the Company and has resolved to recommend that Southwestern’s shareholders vote in favour of the arrangement.
Completion of the Arrangement is subject to customary conditions, including, among other things, approval of the Arrangement by 66 2/3% of the votes cast in person or by proxy at a special meeting of the Company’s shareholders and the receipt of required court approvals. The Company anticipates the meeting to occur on or about May 8, 2009 and the Arrangement to be completed shortly thereafter. Pursuant to the Arrangement Agreement, among other things, Southwestern has agreed to pay Hochschild a break fee in the amount of $440,000 if the Arrangement Agreement is terminated in limited circumstances, which include the acceptance of a “superior proposal”, as defined in the Arrangement Agreement.