Corriente Resources Inc. ("Corriente" or the "Company") (TSX:
CTQ)(NYSE Amex: ETQ) is pleased to announce that it has signed a
definitive agreement (the "Support Agreement") with CRCC-Tongguan
Investment Co., Ltd. (the "Offeror"), Tongling Nonferrous Metals
Group Holdings Co., Ltd. ("Tongling") and China Railway
Construction Corporation Limited ("CRCC"), under which the Offeror
has agreed to make an offer to acquire all of the Company's
outstanding shares (the "Offer") for C$8.60 per share in cash. The
Offeror is jointly owned by Tongling and CRCC. This transaction is
the culmination of a comprehensive review of strategic alternatives
to maximize shareholder value conducted by Corriente and its
financial advisors, Citi and Canaccord over the past two years.
The Offer values Corriente at approximately C$679 million on a
fully diluted basis and represents a 27% premium to Corriente's
average trading price for the 30 trading days prior to and
including December 24, 2009.
The transaction is to be effected by way of a take-over bid.
Full details of the Offer will be included in a formal offer and
take-over bid circular, which is expected to be mailed to
shareholders by February 1, 2010. The Offer will be open for
acceptance for a period of not less than 35 days. The take-over bid
circular will be accompanied by the Company's directors' circular,
which will provide shareholders of the Company with, among other
things, the rationale for the unanimous recommendation of
Corriente's Board of Directors that shareholders accept the
Offer.
The Offer is subject to a number of conditions, including:
absence of material adverse changes, a minimum tender condition of
66 2/3% having been met, and receipt of regulatory approvals
(including required Chinese government approvals).
The Board of Directors of Corriente has unanimously determined
that the Offer is fair to Corriente's shareholders and is in the
best interests of the Company and its shareholders. The Board of
Directors recommends that shareholders tender to the Offer.
Corriente's Board of Directors has received an opinion from the
Board's independent financial advisor, CIBC World Markets Inc.,
that the consideration offered to the shareholders of Corriente
pursuant to the Offer is fair, from a financial point of view, to
such shareholders. All officers and directors of Corriente, who
collectively hold approximately 12% of the Company's shares
outstanding on a fully diluted basis, have entered into lock-up
agreements with the Offeror, under which they have agreed to tender
their shares to the Offer and that they will not support any rival
offer unless it represents a superior proposal as determined by the
Board of Directors. In the event that the transaction is not
completed, under certain circumstances, Corriente has agreed to pay
the Offeror a termination fee of C$20 million. The Support
Agreement contains, among other things, non-solicitation covenants
subject to customary "fiduciary out" provisions entitling Corriente
to consider and accept an unsolicited superior proposal and the
right on the part of the Offeror to match any such proposal.
Commented Ken Shannon CEO of Corriente, "We are pleased to have
reached an agreement with CRCC-Tongguan, who is committed to
bringing their vision of responsible mining development to Ecuador.
The Mirador and Panantza - San Carlos copper projects will require
large scale capital investment by CRCC-Tongguan to unlock the
infrastructure development, social benefits and jobs that will flow
to the people of Ecuador. We are excited on behalf of our
supporters in the nearby communities who can look forward to the
leadership of an experienced and capable group at CRCC-Tongguan,
supported by our dedicated local team."
Citigroup Global Markets Inc. and Canaccord Financial Ltd. are
acting as the financial advisors to Corriente, Bull, Housser &
Tupper LLP is acting as legal counsel to Corriente and Blake
Cassels as legal counsel to the Board of Directors. CIBC World
Markets is acting as the independent financial advisor to
Corriente's Board of Directors. BNP Paribas Capital (Asia Pacific)
Limited and Macquarie Capital Advisers are acting as financial
advisors and Davies Ward Phillips & Vineberg LLP is acting as
legal counsel to Tongling, CRCC and the Offeror.
ABOUT TONGLING, CRCC AND THE OFFEROR
CRCC-Tongguan Investment Co., Ltd. is owned jointly by Tongling
Nonferrous Metals Group Holdings Co., Ltd. and China Railway
Construction Corporation Limited.
Tongling
Tongling is a state holding enterprise and an integrated
mega-size PRC mining conglomerate, primarily engaged in copper
mining, mineral processing, smelting & refining and copper
products processing, as well as trade, scientific research and
design, machine building, construction & installation, shaft
& drift construction and other businesses. In 2008, Tongling
was ranked No.2 in China and No.6 in the world in terms of copper
cathode production. One of Tongling's subsidiaries, listed on the
Shenzhen Stock Exchange, has a current market capitalization of
over US$4 billion.
CRCC
CRCC is one of the largest integrated construction enterprises
in China and in the world. The activities of CRCC comprise
construction, survey, design and consultancy, manufacturing,
logistics and goods and materials trade, capital investment
operations and real estate development, among other things. It has
established a leading position in plateau railways, high-speed
railways, highways, bridges, tunnels and metropolitan railway
engineering design and construction fields in the industry. In
China, CRCC businesses cover the 31 provinces, autonomous regions,
municipalities, the Hong Kong and Macau Special Administrative
Regions, as well as over 60 foreign countries and regions in the
world. CRCC was listed among the Fortune Global 500 companies,
ranking No.252 in 2009, and was included among the Top 225 Global
Contractors, ranking No.4 in 2009. The shares of CRCC are listed on
the Hong Kong Stock Exchange and the Shanghai Stock Exchange, with
a current market capitalization of over US$16 billion.
CRCC-Tongguan
CRCC-Tongguan, incorporated in China on December 10, 2009, is
jointly owned by CRCC and Tongling. This is the first strategic
partnership ever set up between CRCC and Tongling to jointly
develop their global mining initiatives. Its businesses comprise
mining investment, technical services of mine development,
logistics, trade of mineral products, machinery and equipment,
among others.
Kenneth R. Shannon, Chief Executive Officer
Certain statements contained in this News Release constitute
forward-looking statements within the meaning of the United States
Private Litigation Reform Act of 1995 and applicable Canadian
securities legislation. Forward-looking statements include among
other things, statements regarding the structure and timing of the
proposed transaction. Forward-looking statements are statements
that are not historical facts and that are subject to a variety of
risks and uncertainties, which could cause actual events or results
to differ materially from those reflected in the forward-looking
statements, including, but not limited to, the risk that any
condition to the purchasers' obligations under the Support
Agreement will not be met or that the acquisition of the Company's
shares will not be completed for any other reason. Although these
forward-looking statements are based on the expectations of
management as of the date of this news release, we cannot guarantee
future results, performance or achievements.
Contacts: Corriente Resources Inc. Mr. Dan Carriere Senior
Vice-President (604) 687-0449 www.corriente.com
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