damit sind die 0,47 Can$ = 0,32 Euro sozusagen garantiert
Nov 26, 2007 09:15 ET
Western Keltic Mines Inc. Accepts Sherwood Copper Corporation's Offer to Purchase Western Keltic; Cancels Previously Announced Financing
VANCOUVER, BRITISH COLUMBIA--(Marketwire - Nov. 26, 2007) -
THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN.
Western Keltic Mines Inc. ("Western Keltic") (TSX VENTURE:WKM) announced today that it has entered into an agreement (the "Letter Agreement") with Sherwood Copper Corporation ("Sherwood") (TSX VENTURE:SWC) wherein Sherwood has agreed to make an offer (the "Offer") to acquire all of the shares of Western Keltic for consideration of 0.08 of a common share of Sherwood for each common share of Western Keltic.
Based on the November 23, 2007 closing price for the Sherwood common shares, the consideration under the Offer equates to an approximate price of $0.47 per Western Keltic common share, which represents a 53% premium over Western Keltic's closing price of $0.305 per common share on November 23, 2007. Based on the 79,830,855 Western Keltic common shares currently issued and outstanding, the aggregate value of the Offer is approximately $37 million. Western Keltic's Board of Directors has unanimously approved the terms of the Letter Agreement and recommends that Western Keltic shareholders accept the Offer. The members of Western Keltic's Board of Directors, as well as Western Keltic's largest registered shareholder, representing an aggregate of approximately 26.8 million Western Keltic common shares issued or issuable upon the exercise of options and warrants, have, respectively, agreed to enter into or have already entered into lock-up agreements in respect of the Offer.
As a result of Sherwood's proposal, Western Keltic has determined that it will not further pursue its previously announced prospectus offering at this time.
Details of the Sherwood Proposal
The Letter Agreement between Sherwood and Western Keltic contemplates that the transaction would be structured as a take-over bid, subject to standard conditions and the condition that no less than 66 2/3% of the issued and outstanding common shares of Western Keltic be tendered to the Offer. The parties may consider structuring the transaction in an alternative form as mutually determined by Sherwood and Western Keltic.
Under the Letter Agreement, Western Keltic has agreed not to solicit other proposals or seek alternative offers, subject to the exercise by the Western Keltic Board of Directors of its fiduciary duties and its right, subject to certain conditions, to respond to an unsolicited proposal from another party where it has a fiduciary duty to do so. Western Keltic is also obliged to provide Sherwood with the particulars of any such proposal and Sherwood has a right to match any such third party proposal. A break fee of $1.4 million is payable to Sherwood in the event of an unsolicited superior third party proposal which is accepted by Western Keltic.
The Offer is conditional upon, among other things: (1) the share capitalization of Western Keltic not increasing from the current level other than through the issue of Western Keltic shares as a result of the exercise of existing options and warrants; (2) negotiation and finalization of definitive support and/or other agreements, to include standard provisions, including: the obligation of the Western Keltic Board to recommend that Western Keltic shareholders tender their Western Keltic shares in favour of the Offer, and certain other provisions reflecting the terms of the Letter Agreement, including in respect of non-solicitation, the break fee and right to match; (3) entering into lock-up agreements with each member of the Western Keltic Board of Directors; (4) final approval of the take over bid circular by the Sherwood Board of Directors; (5) the approvals, acceptances and consents of all applicable regulatory authorities, stock exchanges and banks as necessary to complete the transaction; (6) no material adverse changes in respect of either party, excluding general market conditions; and (7) certain limits on Western Keltic's financial commitments and obligations prior to closing.
Under the Letter Agreement, Sherwood and Western Keltic have agreed to use their commercially reasonable best efforts to finalize and execute the definitive support agreement in respect of the Offer by December 7, 2007. If the definitive support agreement is not executed on or before December 7, the Letter Agreement may be terminated by either party.
John McConnell, CEO of Western Keltic said, "This transaction represents an attractive premium for our shareholders while providing an excellent opportunity for Western Keltic shareholders to participate in the development of the Kutcho property without experiencing the level of dilution that would be necessary if Western Keltic were to advance the project independently. Sherwood should have access to financing, and cash flow from its Minto Mine operations, that could contribute funds towards the development cost of the Kutcho Creek deposit and an available development team with the experience to ensure the project moves ahead quickly. Overall I think this is a win/win for Western Keltic shareholders."
The Board of Directors of Western Keltic established a Special Committee, which has considered the Offer. The Special Committee engaged Paradigm Capital Inc. and Haywood Securities Inc. to act as its financial advisors and Stikeman Elliott LLP as its legal advisor. The Special Committee has received assurances from its advisors that they will be able to provide a fairness opinion in respect of the Offer, which they took into account in their recommendation of the Offer to the Board of Western Keltic.
About Western Keltic
Western Keltic is focused on identifying and developing valuable base and precious metal projects. The company's efforts are supported by a management team that is highly experienced in permitting, developing and operating mines in a responsible manner. Headquartered in Vancouver, Canada, Western Keltic is a publicly traded company, listed on the TSX Venture Exchange under the symbol "WKM". Visit www.westernkeltic.com for more information.
netter Deal für Sherwood - und nun ahnt man warum der Kurs auch mit so runter iss......
ich denke das die Western Celtics Aktionäre noch nen Aufschlag bekommen!
0,47 Can$ - wären im Moment 0,32 Euro; und die sollten wir mindestens sehen!
Nov 26, 2007 07:00 ET
Sherwood Announces Agreement for Acquisition of Western Keltic Mines
- Inclusion of Kutcho Creek Deposit Would Double Copper Resources & Could Double Production -
VANCOUVER, BRITISH COLUMBIA--(Marketwire - Nov. 26, 2007) -
Sherwood Copper Corporation (TSX VENTURE:SWC) today announced that it has entered into an agreement with Western Keltic Mines Inc. under which Sherwood has agreed to make an offer to acquire all the shares of Western Keltic through the issuance of 0.08 of a share of Sherwood for each share of Western Keltic. Based on the November 23, 2007 closing price for the Sherwood shares, this equates to an approximate price of $0.47 per Western Keltic share. The consideration under the offer represents a premium of 53% over Western Keltic's closing price on November 23, 2007. Based on 79,830,855 Western Keltic shares outstanding, this offer equates to approximately $37 million for all of the issued and outstanding shares of Western Keltic. Western Keltic's board, along with its largest registered shareholder (representing an aggregate of 26.8 million shares of Western Keltic that are issued or issuable upon the exercise of options and warrants) have entered into or have agreed to enter into lock-up and support agreements in respect of the transaction. Western Keltic's board has unanimously approved the terms of the agreement and recommend the shareholders of Western Keltic tender into Sherwood's offer when mailed.
"The acquisition of Western Keltic and its Kutcho Creek copper-zinc deposit would more than double our copper resources, and offers the potential to continue Sherwood's transformation to a significant base metal producer through the potential development of Kutcho Creek," said Stephen P. Quin, Sherwood's President & CEO. "We see the opportunity to redeploy our successful mine evaluation and development team to maximize the value of the Kutcho Creek property to the combined companies' shareholders. We aim to reassess the development plans for Kutcho Creek over the coming months to determine the most attractive development option, much as we did at Minto, with the objective of developing a robust, low cost mining operation," he said. "Further, the high grade Minto mine should generate significant free cash flow at current metal prices that could be re-invested in the development of a second mine at Kutcho Creek, significantly reducing overall financing needs and share dilution versus Western Keltic going it alone."
Sherwood Copper recently completed the development of Phase 1 of its high grade Minto copper-gold mine in the Yukon, ahead of schedule and on budget, and aims to complete its Phase 2 mill expansion by the end of 2007. In addition, Sherwood will shortly be announcing the results of an independent pre-feasibility study on the Minto mine that will incorporate the discovery of the Area 2 deposit in 2006 and lay out the basis for a Phase 3 mill expansion. Further, exploration successes during 2007, including four new discoveries of high grade copper-gold mineralization, indicate potential for yet more growth within the Minto property. Results from 46 of 92 exploration holes completed in 2007 are still awaiting assays.
Western Keltic recently completed a pre-feasibility study evaluating the potential development of the Kutcho Creek deposit, the results of which were announced on September 5, 2007. This study defined resources and reserves as set out in an amended and restated technical report filed on SEDAR on October 29, 2007. Since that time, Western Keltic has been advancing the project towards completion of a feasibility study by conducting geotechnical and environmental baseline studies, as well as advancing the permitting process for approval of production. Western Keltic has also been actively engaged in discussions with the Talhtan and Kaska First Nations, as well as other local communities to ensure there is broad based support for the development of a mine at Kutcho Creek, while taking into account the concerns of the First Nations and other stakeholders.
"Based on public information and our due diligence, Sherwood believes that the Kutcho Creek deposit shares many similarities with the Minto mine; being a smaller tonnage, relatively high grade open pittable copper deposit with by-product credits," said Mr. Quin. "These similarities suggest that our experiences, approach and skills built up over the past two years at the Minto Mine should be directly transferable to the design, construction, financing and operation of a mine at Kutcho Creek. We believe there is an opportunity to "do it again" at Kutcho Creek, while learning from the challenges and successes experienced in the development of the Minto Mine."
Transaction Rationale
Sherwood believes this offer provides significant benefits for Western Keltic's existing shareholders including, but not limited to, the following:
- Western Keltic shareholders will gain immediate exposure to Sherwood's current copper production, production growth from planned mill expansions and the tremendous exploration results being generated by Sherwood's exploration team on the Minto property;
- Sherwood should have access to financing and cash flow from its Minto Mine operations that could contribute funds towards the development cost of the Kutcho Creek deposit;
- Sherwood has a proven track record of mine development in the same region as Western Keltic's Kutcho Creek deposit;
- Sherwood has access to the same mine development team that successfully brought its mine into production, ahead of schedule and on budget; and
- Sherwood has successfully worked with the Yukon Government and Selkirk First Nation to advance its project through feasibility, permitting, development and into production and believes it can bring these experiences to bear on the Kutcho Creek deposit.
Sherwood further believes that the Western Keltic shareholders would benefit from the tax-effective combination of the two companies and that they could participate in the upside from the significantly enhanced business platform, in addition to having greater financial flexibility as a result of the underlying liquidity in Sherwood's shares.
Sherwood Offer
Sherwood anticipates that the transaction would be structured by way of a take-over offer and would be subject to certain standard conditions including that no less than 66 2/3% of the issued and outstanding shares of Western Keltic be tendered to the offer. However, the parties may consider an alternative form of transaction such as a plan of arrangement or other form of business combination as mutually determined by Sherwood and Western Keltic.
Full details of the offer will be included in the formal offer and take-over circular to be filed with the regulatory authorities and mailed to Western Keltic shareholders in accordance with applicable securities laws. The offer to shareholders of Western Keltic will be to acquire all of the issued and outstanding shares of Western Keltic in consideration for the issue of Sherwood shares on the basis of 0.08 Sherwood shares for every Western Keltic share. This offer represents an approximate 53% premium to the closing stock price for the Western Keltic shares on November 23, 2007. Based on the current Western Keltic shares outstanding, the transaction would involve the issuance of approximately 6.4 million Sherwood shares, which would equate to 12.5% of Sherwood's pro forma shares outstanding.
If the offer is to be made by takeover offer, the offer will remain open for 35 days following the mailing date and will be subject to certain conditions relating to receipt of requisite regulatory approvals, the absence of any material changes and acceptance of the offer by Western Keltic shareholders owning not less than two-thirds of the Western Keltic common shares. The letter agreement also provides for usual deal protection provisions including a break fee of $1.4 million in favour of Sherwood in the event of a superior proposal.
Sherwood has engaged Dundee Securities Corporation as its financial advisor and DuMoulin Black LLP as its legal advisor in respect of this transaction.
Sherwood
Sherwood's successful consolidation of the ownership of the Minto Project provides a unique investment opportunity - participation in a fully permitted, operating, high-grade, open pit copper-gold mine located in Canada with tremendous exploration potential on the 100% owned property. When combined with the potential development of Western Keltic's Kutcho Creek deposit, Sherwood offers significant near-term and long-term growth potential.
Additional Information
Additional information on Sherwood and its Minto Mine can be obtained on Sherwood's website at http://www.sherwoodcopper.com.
Additional information on Western Keltic and its Kutcho Creek deposit is available on Western Keltic's website at http://www.westernkeltic.com.
On behalf of the board of directors
SHERWOOD COPPER CORPORATION
Stephen P. Quin, President & CEO
hoffe es sind keine Fehler drinnen 
Millstream - mit den News sollten die 0,30 durch sein........hoffentlich! und wenn die letzten Optionen auch noch fertig und durch sind, dann geht´s rischtisch ab...
