Freewest Announces Increase in Purchase Price to C$1.00 Per Share for Acquisition by Cliffs Natural Resources Inc.
December 10 2009 - 7:30AM
Marketwired Canada
The Board of Directors of Freewest Resources Canada Inc. (TSX VENTURE:FWR) is
pleased to announce that Freewest and Cliffs Natural Resources Inc.
(NYSE:CLF)(PARIS:CLF) have further amended their previously-announced
Arrangement Agreement. Under the amended Arrangement Agreement, Cliffs will
acquire all of the shares of Freewest in a Board-supported transaction at a
price of C$1.00 per Freewest share, placing a value on Freewest of approximately
C$240 million. Under the terms of the amended Arrangement Agreement, Freewest
shareholders will receive a fraction of a Cliffs share representing a fixed
value of C$1.00 for each Freewest share. All of the other terms of the
Arrangement Agreement remain unchanged.
"We are very pleased to announce this amended agreement with Cliffs", said
Mackenzie I. Watson, President and Chief Executive Officer of Freewest. "The
purchase price has increased from an estimated C$0.70 per share, the value
offered by Cliffs under the original terms of the Arrangement Agreement, to a
firm C$1.00 per share. We believe this transaction is clearly superior to the
amended offer made by Noront, comprised of uncertain value in the form of Noront
shares and warrants. As I stated before, the Cliffs transaction will provide
Freewest shareholders with highly-liquid shares in a company with a market
capitalization in excess of US$6 billion."
In addition, Cliffs has notified Freewest that should Noront become the
registered owner of more than 12.5% of the currently issued and outstanding
common shares of Freewest as a result of its unsolicited take-over bid, Cliffs
will make a take-over bid for all of the issued and outstanding common shares of
Freewest for cash consideration of C$1.00 per share. Under the take-over bid, if
made, Cliffs would acquire any and all Freewest shares tendered, with no minimum
tender condition. If Noront acquires less than 12.5% of Freewest's shares,
Cliffs will proceed with the Arrangement at the new price of C$1.00 per share.
Cliffs has advised Freewest that it is taking this approach so as to guarantee
Freewest shareholders that they can reject Noront's inferior take-over bid and
receive C$1.00 per share in fixed and certain consideration from Cliffs.
Both the amended Arrangement with Cliffs and, if made, the take-over bid by
Cliffs, have the unanimous support of a Special Committee of the Board of
Directors of Freewest, and of the entire Board.
Freewest's Board of Directors unanimously recommends that Freewest shareholders
approve the Arrangement with Cliffs, as amended, at a special meeting of
shareholders to be held on January 15, 2010. The Board of Directors recommends
that Freewest shareholders REJECT the hostile take-over bid made by Noront on
October 13, 2009, as amended on December 1, 2009, and NOT tender their shares to
the Noront offer, which will expire on December 11, 2009.
About Freewest
Freewest is a mineral exploration company actively exploring for gold,
base-metals and chromite within eastern Canada. Corporate information can be
accessed on the Internet at www.freewest.com. Freewest's shares are listed on
Tier 1 of the TSX Venture Exchange under the symbol FWR.
About Cliffs Natural Resources Inc.
Cliffs Natural Resources (NYSE:CLF)(PARIS:CLF) is an international mining and
natural resources company. It is the largest producer of iron ore pellets in
North America, a major supplier of direct-shipping lump and fines iron ore out
of Australia and a significant producer of metallurgical coal. With core values
of environmental and capital stewardship, Cliffs' colleagues across the globe
endeavor to provide all stakeholders operating and financial transparency as
embodied in the Global Reporting Initiative (GRI) framework. Cliffs is organized
through three geographic business units:
The North American business unit is comprised of six iron ore mines owned or
managed in Michigan, Minnesota and Eastern Canada, and two coking coal mining
complexes located in West Virginia and Alabama. The Asia Pacific business unit
is comprised of two iron ore mining complexes in Western Australia and a 45%
economic interest in a coking and thermal coal mine in Queensland, Australia.
The South American business unit includes a 30% interest in the Amapa Project,
an iron ore project in the state of Amapa in Brazil.
Over recent years, Cliffs has been executing a strategy designed to achieve
scale in the mining industry and focused on serving the world's largest and
fastest growing steel markets.
Georgeson Inc. is acting as Freewest's solicitation agent in connection with
this transaction. Georgeson may be contacted as follows:
Georgeson
100 University Avenue
11th Floor, South Tower
Toronto, Ontario
M5J 2Y1
North American Toll Free Number: 1-866- 433-7579
Banks and Brokers Collect Number: 1-212-806-6859
Forward-Looking Statements
This news release contains statements that constitute "forward-looking
information" or "forward-looking statements" within the meaning of applicable
securities legislation. More particularly, this news release contains
forward-looking information concerning a Plan of Arrangement involving Freewest
Resources Canada Inc. and Cliffs Natural Resources Inc. This forward-looking
information is subject to numerous risks and uncertainties, certain of which are
beyond the control of Freewest. Actual results or achievements may differ
materially from those expressed in, or implied by, this forward-looking
information. No assurance can be given that any events anticipated by the
forward-looking information will transpire or occur, or if any of them do so,
what benefits that Freewest will derive therefrom. In particular, no assurance
can be given as to whether the plan of arrangement with Cliffs Natural Resources
Inc. will be completed. Forward-looking information is based on the estimates
and opinions of Freewest's management at the time the information is released
and Freewest does not undertake any obligation to update publicly or to revise
any of the forward-looking statements, whether as a result of new information,
future events or otherwise, except as may be required by applicable securities
laws.
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