- Shareholders are encouraged to vote well in advance of the
voting deadline on October 9, 2019 at
10:00 a.m. (Toronto time)
- Shareholders who have questions or need help voting or
changing votes that were previously cast can contact Kingsdale
Advisors at +1.888.518.6554 (North
America), at +1.416.867.2272 (outside North America), or by email at
contactus@kingsdaleadvisors.com
TORONTO, Oct. 6, 2019
/CNW/ - Cobalt 27 Capital Corp. (TSXV: KBLT) (OTCQX: CBLLF) (FRA:
270) ("Cobalt 27" or the "Company") is pleased to
announce that, following a review of the amendment to the
previously announced arrangement agreement (as amended, the "New
Arrangement Agreement"), Institutional Shareholder Services
Inc. ("ISS") and Glass, Lewis & Co. ("Glass
Lewis"), two leading independent proxy advisory firms, have
both recommended that the Company's shareholders vote FOR the plan
of arrangement (the "Arrangement") between Cobalt 27 and
Pala Investments Limited ("Pala"). Under the Arrangement,
Pala would indirectly acquire 100% of Cobalt 27's issued and
outstanding common shares (other than the approximately 19% that
Pala already owns) for C$4.00 in cash
per common share plus one share of a newly listed company, Nickel
28 Capital Corp. ("Nickel 28"), with an implied value of
C$1.92, for a total of C$5.92 per common share.
Cobalt 27 shareholders will be asked to approve the Arrangement
at the annual general and special meeting of shareholders to be
held on October 11, 2019, at
10:00 a.m. (Toronto time) at the offices of Stikeman
Elliott LLP, 5300 Commerce Court West, 199 Bay Street, Toronto, Ontario.
ISS has confirmed its original recommendation that Cobalt 27
shareholders vote FOR the Arrangement and has reiterated its
conclusion that:
"The arrangement appears to make sense for shareholders. In
light of the premium paid to Cobalt 27 shareholders and the fact
that the cash component delivers immediate liquidity and value
certainty in a volatile cobalt market. Cobalt 27 shareholders,
through their ownership of shares of Nickel 28, will continue to be
exposed to the electric vehicle space, the repayment of debt paid
by the Purchaser, the fairness opinions provided and the ability to
respond to superior proposals, shareholder approval of this
resolution is warranted."
Following a review of the New Arrangement Agreement, Glass Lewis
has reversed its previous recommendation and is now recommending
that Cobalt 27 shareholders vote FOR the Arrangement. Explaining
the new recommendation, Glass Lewis stated:
"On balance, we believe that the amended merger terms
represent a meaningful improvement for the Company's unaffiliated
shareholders."
"[W]e believe that sufficient improvements have been
made to the deal terms to justify shareholder support for the
Amended Arrangement Agreement in its current form. Accordingly, we
recommend that shareholders vote FOR this proposal."
The Cobalt 27 Special Committee and Board of Directors reiterate
their UNANIMOUS recommendation that you vote FOR the Arrangement.
Your vote is IMPORTANT to the success of this transaction.
Improvements to the Arrangement under the terms of the New
Arrangement Agreement
- Increased cash consideration to C$4.00 per share from C$3.57 per share, representing an additional
C$30 million of cash consideration to
Cobalt 27 shareholders;
- A reduction in the cash change of control payments for
management under their existing entitlements by US$7.13 million, representing a decrease of 46%;
the balance of the entitlements will instead be satisfied in
4,817,345 shares of Nickel 28 Capital Corp. ("Nickel 28")
calculated based on the implied value per share of Nickel 28 of
C$1.92;
- A 50% reduction in the termination fee payable to Pala in the
event of a "Superior Proposal", from C$15.5
million to C$7.75 million;
and
- Pala's interest in Nickel 28 to increase from 4.9% to 9.9%,
demonstrating confidence in the ongoing prospects of Nickel
28.
Cobalt 27 shareholders are encouraged to review the Management
Information Circular dated August 13,
2019 (the "Circular") and the supplement to the
Circular dated October 3, 2019 (the
"Supplement"), which together provide details of the
Arrangement. Electronic copies of the Circular and the Supplement
are available on the Company's website at
https://www.cobalt27.com/investors/financials/ and on SEDAR under
Cobalt 27's profile at www.sedar.com. Cobalt 27 encourages
shareholders to read the Circular and the Supplement in detail.
Voting Details
Cobalt 27 shareholders are encouraged to vote well in advance of
the voting deadline on October 9,
2019 at 10:00 a.m.
(Toronto time).
Cobalt 27 shareholders who have questions about the Circular,
the Supplement or need assistance with voting their shares or
changing votes that were previously cast, can contact our proxy
solicitation agent, Kingsdale Advisors:
Kingsdale Advisors
North American Toll-Free Number:
+1.888.518.6554
Outside North America, Banks,
Brokers and Collect Calls: +1.416.867.2272
Email: contactus@kingsdaleadvisors.com
North American Toll-Free Facsimile: +1.888.683.6007
Facsimile: +1.416.867.2271
Shareholders are encouraged to vote today using the internet,
telephone or facsimile. Your vote is important regardless of the
number of Cobalt 27 shares you own.
About Cobalt 27
Cobalt 27 Capital Corp. is a leading battery metals streaming
company offering exposure to metals integral to key technologies of
the electric vehicle and energy storage markets. Cobalt 27 holds an
8.56% joint venture interest in the long-life, world-class Ramu
operation which currently delivers near-term attributable nickel
and cobalt production. Cobalt 27 also manages a portfolio of 11
royalties. Cobalt 27 also owns physical cobalt and a cobalt stream
on the Voisey's Bay mine.
Cautionary Note Regarding Forward-Looking Statements
This news release contains certain information which constitutes
'forward-looking statements' and 'forward-looking information'
within the meaning of applicable Canadian securities laws. Any
statements that are contained in this news release that are not
statements of historical fact may be deemed to be forward-looking
statements. Forward looking statements are often identified by
terms such as "may", "should", "anticipate", "expect", "potential",
"believe", "intend" or the negative of these terms and similar
expressions. Forward-looking statements in this news release
include, but are not limited to statements with respect to: the
anticipated benefits associated with the Arrangement; the business
and assets (including their implied value) of Nickel 28 and its
strategy going forward; future prices of cobalt, nickel and other
commodities; statements pertaining to the adoption of electric
vehicles and battery storage globally; the Consideration to be
received by shareholders of Cobalt 27, which may fluctuate in value
due to Nickel 28 common shares forming part of the Consideration;
and the satisfaction of closing conditions including, without
limitation (i) required Cobalt 27 shareholder approvals; (ii)
necessary court approval in connection with the plan of
arrangement; (iii) no exercise of the termination rights available
to the parties under the Arrangement Agreement; (iv) Cobalt 27
obtaining the necessary approvals from the TSXV for the listing of
the common shares of Nickel 28 in connection with the Arrangement;
and (v) other closing conditions, including, without limitation,
other regulatory approvals and compliance by Cobalt 27 and Pala
with various covenants and representations contained in the
Arrangement Agreement. In particular, there can be no assurance
that the Arrangement will be completed. Readers are cautioned not
to place undue reliance on forward-looking statements.
Forward-looking statements involve known and unknown risks and
uncertainties, most of which are beyond the Company's control. For
more details on these and other risk factors see the Company's
Management Information Circular dated August
13, 2019 on file with Canadian securities regulatory
authorities on SEDAR at www.sedar.com under the heading "Risk
Factors". Should one or more of the risks or uncertainties
underlying these forward-looking statements materialize, or should
assumptions underlying the forward-looking statements prove
incorrect, actual results, performance or achievements could vary
materially from those expressed or implied by the forward-looking
statements.
The forward-looking statements contained herein are made as of
the date of this release and, other than as required by applicable
securities laws, the Company does not assume any obligation to
update or revise them to reflect new events or circumstances. The
forward-looking statements contained in this release are expressly
qualified by this cautionary statement.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release. No securities regulatory authority has
either approved or disapproved of the contents of this news
release.
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SOURCE Cobalt 27 Capital Corp
