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WNP Western Prospector Grp. Com Npv

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Share Name Share Symbol Market Type
Western Prospector Grp. Com Npv TSXV:WNP TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

Western Announces C$31 Million Tender Offer by CNNC International

25/03/2009 11:46am

Marketwired Canada


Western Prospector Group Ltd. (TSX VENTURE:WNP) and CNNC International Limited
("CNNC Intl") announced today the execution of a definitive agreement whereby
CNNC Intl, through its wholly owned subsidiary First Development Holdings
Corporation (the "Offeror"), will offer to acquire all of the common shares of
Western for C$0.56 per share in cash, valuing Western's equity at approximately
C$31 million (the "Offer").


"The Offer represents excellent value for Western shareholders," said Eric
Bohren, President and CEO. "In addition to representing a substantial premium to
trading price, the Offer is all cash and is supported by a well-established
company in the international uranium marketplace."


CNNC Intl is a public company listed on the Hong Kong Stock Exchange. CNNC
Overseas Uranium Holding Ltd. ("CNNC Overseas"), a wholly owned unit of China
National Nuclear Cooperation ("CNNC") holds 74% of the outstanding shares of
CNNC Intl. CNNC is China's leading uranium development and nuclear fuel company.


Pursuant to rules of the Hong Kong Stock Exchange, majority shareholder approval
of the Offeror is required for this transaction. CNNC Overseas, as the majority
shareholder of CNNC Intl, the parent of the Offeror, has agreed to vote its
shares in favour of the transaction. In addition, the Offer will be subject to
certain customary conditions and relevant regulatory approvals, including those
required by the TSX Venture Exchange and Hong Kong Stock Exchange.


The Offer represents a 51% premium to Western's closing price of C$0.37 on March
24, 2009, and a 75% premium to Western's 20-day volume weighted average price
for the period ending March 24, 2009.


The Offer will be in the form of a takeover bid. The definitive agreement
provides for customary board support and non-solicitation covenants subject to
customary "fiduciary out" provisions entitling Western to consider and accept an
unsolicited superior offer. A termination fee of C$1.5 million will be payable
to the Offeror if the acquisition is not completed in certain circumstances. The
Offeror will deposit in a Canadian escrow account C$3.0 million, which will be
payable to Western in the event that the definitive agreement is terminated as a
result of certain breaches of the agreement by the Offeror.


Based on the recommendation of Western's Special Committee and advisors, the
Board of Directors unanimously recommends acceptance of the Offer. National Bank
Financial Inc., the financial advisor to Western's Special Committee, has
provided an opinion that the consideration to be offered to Western's
shareholders is fair, from a financial point of view. After an extensive review
of potential strategic partners and other interested parties, the Offer was
determined to be the most attractive option for Western's shareholders.


"We thank our shareholders for their support of Western, and we are looking
forward to working with CNNC," said Mr. Bohren. "Their depth of expertise in the
nuclear fuel cycle, their strong financial position and their strong political
ties with Mongolia make CNNC an ideal strategic partner for Western going
forward."


Formal documentation relating to the takeover bid is expected to be mailed by
the Offeror by April 15, 2009. The Offer will be open for acceptance for a
period of not less than 35 days and will be conditional, among other things,
upon valid deposits under the offer of Western common shares that, together with
shares held by the Offeror and its affiliates, represent at least 50.1% of the
outstanding Western shares on a fully diluted basis ("Minimum Condition").


Provided that the Minimum Condition is met and the Offeror takes up and pays for
the Western common shares tendered, the Offeror is expected to subscribe for
such number of Western common shares as would represent 9.9% of the total issued
and outstanding number of shares prior to the Offer at a price of C$0.56 per
share (the "Private Placement"). Closing of the Private Placement will not take
place until at least 21 days after expiry of the Offer.


If Western shareholders tender more than 66.7% of Western common shares, then
the Offeror is expected to seek to acquire the remaining outstanding Western
common shares pursuant to a subsequent acquisition transaction or compulsory
acquisition, as applicable.


National Bank Financial is acting as financial advisor and Bennett Jones LLP is
acting as legal counsel to Western. BMO Capital Markets is acting as financial
advisor and Stikeman Elliott LLP is acting as legal counsel to the Offeror.


Note Regarding Forward-Looking Statements

This press release and other written or oral communication from the Company may
include certain statements that may be considered "forward-looking statements"
within the meaning of that phrase under Canadian securities laws. Statements
other than historical facts that address possible future events, plans or
developments are forward-looking statements. Such statements may be identified
by the use of words such as "will", ""may", "expects", "estimate", "intend" or
the use of the future or conditional tense. Certain material factors or
assumptions were applied in drawing our conclusions and making those
forward-looking statements. Forward-looking statements reflect management's
current views with respect to possible future events and conditions and, by
their nature, are based on management's beliefs and assumptions and subject to
known and unknown risks and uncertainties, both general and specific to the
Company. Although the Company believes the expectations expressed in such
forward-looking statements are reasonable, such statements are not guarantees of
future performance and actual results or developments may differ materially from
those in our forward-looking statements. Readers are cautioned that risks may
change or new risks may emerge. Additional information regarding the material
factors and assumptions that were applied in making these forward looking
statements as well as the various risks and uncertainties we face are described
in greater detail in the "Risk Factors" section of our annual and interim
Management's Discussion and Analysis of our financial results and other
continuous disclosure documents and financial statements we file with the
Canadian securities regulatory authorities which are available at www.sedar.com
and available on the Company's website at www.westernprospector.com. The Company
undertakes no obligation to update this forward-looking information except as
required by applicable law.


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