Li3 Energy, Inc. (OTCBB: LIEG) ("Li3"), a US-listed and South
America-based global exploration company in the lithium and
minerals sector, and Blue Wolf Mongolia Holdings Corp. (NASDAQ:
MNGL) ("Blue Wolf"), a British Virgin Islands blank check company
formed for the purpose of effecting a business combination,
announced their entry into an Agreement and Plan of Merger for an
initial business combination. Upon closing of the Agreement and
Plan of Merger and the transactions contemplated thereby (the
"Transaction"), Li3 will merge with and into a wholly owned
subsidiary of Blue Wolf with Li3 surviving the Transaction.
Depending on the timing and process of regulatory reviews and Li3
obtaining its requisite shareholder approval, the Transaction is
expected to be completed on or before July 22, 2013. Following the
closing, Blue Wolf intends to change its name to Li3 Energy Corp.
and continue to list its securities on the NASDAQ Capital Market
("NASDAQ"), subject to satisfying NASDAQ's initial listing
criteria. Li3 Energy Corp. intends to apply to list its securities
on the TSX Venture Exchange. There are no assurances that Li3
Energy Corp. will be successful in listing or maintaining its
securities on either NASDAQ or the TSX Venture Exchange.
Luis Saenz, CEO of Li3, stated: "We are very pleased to have
entered into this agreement with Blue Wolf. We believe the
Transaction will enable Li3 to continue advancing its lithium
projects in Chile and become a low cost producer and consolidator
in the lithium industry. We continue to explore strategies to
advance our Maricunga Project, and this Transaction demonstrates
our continued efforts towards that end. We look forward to working
together with Blue Wolf to close the Transaction between our two
companies."
Lee Kraus, Chairman and CEO of Blue Wolf, observed: "A merger
with Li3 provides our investors with a unique opportunity to
participate in the exciting growth outlook for the lithium industry
driven by accelerating lithium consumption from electric and hybrid
vehicles and electricity distribution smart grids, as well as the
already strong lithium demand from smartphones and tablets."
Li3's existing management team, including Luis Saenz, CEO, Luis
Santillana, CFO, and Marc Lubow, EVP, will lead Li3 Energy Corp.
post closing. The Li3 Energy Corp. board of directors will be
comprised of 7 members, including four directors nominated by Li3
and three directors nominated by Blue Wolf.
Upon the consummation of the Transaction (the "Effective Time"),
holders of outstanding Li3 common stock will receive one (1)
ordinary share of Blue Wolf for every two hundred fifty (250)
shares of Li3 common stock held by such shareholders (the "Merger
Consideration"). Each option and warrant to purchase shares of Li3
common stock outstanding immediately prior to the Effective Time
will be converted into a right to acquire shares of Blue Wolf at a
similar exchange rate.
At the closing of the Transaction, Blue Wolf will retain a
minimum of $5.0 million and a maximum of $19.4 million of proceeds
from its trust account, net of payments for Blue Wolf's purchase of
shares in its Tender Offer and transaction-related expenses. Li3
Energy Corp. expects to use these proceeds to repay Li3's
short-term debt as well as for acquisition payments and working
capital, including implementing its development plan to advance its
lithium projects in Chile towards a Feasibility Study and
commercial scale. It also expects to use the net proceeds from the
Transaction to continue exploring joint venture opportunities in
other synergistic "grandfathered" lithium properties within
Maricunga.
The consummation of the Transaction is conditioned upon, in
addition to customary closing conditions, among other things: (i)
the successful completion of a tender offer in accordance with the
terms and conditions set forth in the offer to purchase (the "Offer
to Purchase") and related documents to be filed by Blue Wolf with
the SEC in connection with the Tender Offer, (ii) the effectiveness
of Blue Wolf's registration statement on Form F-4 registering the
Merger Consideration, (iii) the approval and adoption by the
shareholders of Li3 of the Agreement and Plan of Merger and the
transactions contemplated thereby and (iv) Blue Wolf retaining no
less than $5.0 million in cash subsequent to the completion of the
Tender Offer and payment of fees and expenses related thereto.
Regulatory Procedures and Shareholder
Approval
Blue Wolf's shareholders are not required to approve the
Transaction. Li3 will separately solicit its shareholders, and
convene a meeting of its shareholders, for approval of the
Agreement and Plan of Merger and the transactions contemplated
thereby. Blue Wolf will file a registration statement on Form F-4
with the SEC to register the distribution of the Merger
Consideration to Li3's shareholders. The registration statement,
which will include a proxy statement/prospectus for Li3's
shareholders, must be declared effective by the SEC before Li3's
shareholders can approve the Transaction.
The Transaction has received unanimous approval by the board of
directors of both Li3 and Blue Wolf. Upon closing, Blue Wolf's
sponsor will forfeit 80% of its sponsor shares and 80% of its
sponsor warrants and remain subject to its existing lockup
agreement. Based on its discussions with POSCO and other large
shareholders, Li3's management expects Li3 to meet the following
closing conditions in support of the Transaction: 1) Li3
shareholders holding at least 51% of Li3's shares, including POSCO
and Li3's officers and directors, will execute support and lockup
agreements, and 2) POSCO will execute a new investor rights
agreement with Li3 and Blue Wolf.
Commencement of Blue Wolf Tender Offer
In connection with the Transaction, Blue Wolf announced today
the commencement of a tender offer to purchase up to 1,467,970
shares of its issued and outstanding ordinary shares, no par value,
at a per share price of $9.97 (the "Tender Offer"). On May 20,
2013, the closing price of Blue Wolf's ordinary shares on NASDAQ
was $10.75 per share. The Tender Offer will expire at 5:00 p.m. New
York City time on June 19, 2013, unless extended by Blue Wolf (the
"Expiration Date"). Shareholders are urged to obtain current market
quotations for the ordinary shares before deciding whether to
tender their ordinary shares.
Blue Wolf's board of directors recommends that
existing shareholders not tender their ordinary shares after they
review the Offer to Purchase which is being filed with the SEC and
which will be distributed to shareholders.
If more than 1,467,970 ordinary shares are validly tendered and
not properly withdrawn, Blue Wolf may exercise, at any time and in
its discretion, its right to, in accordance with the rules of the
SEC, amend the Tender Offer to purchase up to an additional 2% of
its outstanding ordinary shares, without extending the Expiration
Date. However, if more than 1,467,970 shares are validly tendered
and not properly withdrawn, and Blue Wolf does not exercise its
right to accept such additional shares for purchase, or if Blue
Wolf is unable to satisfy the conditions to the Agreement and Plan
of Merger, Blue Wolf may amend, terminate or extend the Tender
Offer.
Tenders of Blue Wolf ordinary shares must be made prior to the
Expiration Date, and may be withdrawn at any time prior to the
Expiration Date. The Tender Offer is subject to conditions and
other terms set forth in the Offer to Purchase and related Tender
Offer materials. In particular, the Tender Offer is conditioned on
Blue Wolf's reasonable judgment that the Transaction is capable of
being consummated contemporaneously with the Tender Offer. If Blue
Wolf terminates the Tender Offer, it will not (i) purchase any
ordinary shares pursuant to the Tender Offer or, (ii) consummate
the Transaction with Li3.
Blue Wolf's board of directors has unanimously: (i) approved the
making of the Tender Offer, (ii) declared the advisability of the
Transaction and approved the Agreement and Plan of Merger and the
transactions contemplated thereby, and (iii) determined that the
Transaction is in the best interests of the shareholders of Blue
Wolf. Blue Wolf shareholders who tender their ordinary shares in
the Tender Offer will not be participating in the Transaction
because they will no longer hold any such ordinary shares of Li3
Energy Corp., which will be the public holding company for the
operations of Li3 following the consummation of the
Transaction.
Morrow & Co., LLC is acting as the information agent for the
Tender Offer, and the depositary is Continental Stock Transfer
& Trust Company. The Offer to Purchase, a letter of transmittal
and related documents are being prepared for mailing today to Blue
Wolf's shareholders of record and will be made available for
distribution to beneficial owners of Blue Wolf's ordinary shares as
soon as practicable. For questions and information, please call the
information agent toll free at (800) 662- 5200 (banks and brokers
call (203) 658-9400).
This announcement is for informational purposes only and does
not constitute an offer to purchase nor a solicitation of an offer
to sell ordinary shares of Blue Wolf. The solicitation of offers to
buy ordinary shares of Blue Wolf will only be made pursuant to the
Offer to Purchase dated May 21, 2013 (as amended or supplemented),
the letter of transmittal, and other related documents that Blue
Wolf will send to its shareholders. The Tender Offer materials
contain important information that should be read carefully before
any decision is made with respect to the Tender Offer. Those
materials are being distributed by Blue Wolf to its shareholders at
no expense to them. In addition, all of those materials (and all
other offer documents filed with the SEC) will be available at no
charge on the SEC's website at www.sec.gov and from Morrow &
Co., LLC.
About Li3 Energy, Inc.
Li3 Energy, Inc. is an exploration stage public company in the
lithium mining and energy sector. Li3 aims to acquire, develop and
commercialize a significant portfolio of lithium brine deposits in
the Americas. With its controlling interest in its Maricunga
Project, the recently acquired Cocina property, coupled with the
completion of the NI 43-101 Compliant Measured Resource Report,
Li3's goals are to: a) advance Maricunga to the Feasibility Stage;
b) support the global implementation of clean and green energy
initiatives; c) meet growing lithium market demand; and d) become a
mid-tier, low cost supplier of lithium, potassium nitrate, and
other strategic minerals, serving global clients in the energy,
fertilizer and specialty chemical industries. Additional
information regarding Li3 can be found in its recent filings with
the SEC as well as on its website www.li3energy.com.
About Blue Wolf Mongolia Holdings
Corp.
Blue Wolf is a blank check company formed in the British Virgin
Islands on March 11, 2011 for the purpose of effecting a merger,
capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more
businesses. In July 2011, Blue Wolf completed its initial public
offering of 8,050,000 units. Upon the closing of the initial public
offering, Blue Wolf deposited $80,237,500 ($9.97 per share) in a
trust account. Blue Wolf conducted a previous tender offer in
connection with the amendment of its charter to extend its
corporate existence. Subsequent to payment of redemption amounts
associated with Blue Wolf's previous tender offer, approximately
$22.5 million remains in Blue Wolf's trust account.
Forward-Looking Statements
Any statements contained herein which are not statements of
historical fact may be deemed to be forward-looking statements,
including, without limitation, statements identified by or
containing words like "believes," "expects," "anticipates,"
"intends," "estimates," "projects," "potential," "target," "goal,"
"plans," "objective," "should", or similar expressions. All
statements by us regarding our possible or assumed future results
of our business, financial condition, liquidity, results of
operations, plans and objectives and similar matters are
forward-looking statements. Li3 and Blue Wolf give no assurances
that the assumptions upon which such forward-looking statements are
based will prove correct. Forward-looking statements are not
guarantees of future performance and involve risks, uncertainties
and assumptions (many of which are beyond our control), and are
based on information currently available to us. Actual results may
differ materially from those expressed herein due to many factors,
including, without limitation: the risk that more than 1,467,970 of
Blue Wolf's ordinary shares will be validly tendered and not
properly withdrawn prior to the expiration of the Tender Offer
which would then cause it to (i) be unable to satisfy the Maximum
Tender Condition and the Merger Condition (as each is described in
the Offer to Purchase), (ii) be unable to consummate the
Transaction and (iii) withdraw the Tender Offer; the risk that Blue
Wolf's Registration Statement on Form F-4 is not declared effective
prior to July 22, 2013, or even if effective, Li3 may not have
sufficient time subsequent to effectiveness to seek stockholder
approval of the Transaction under Nevada law, or even if so, that
Li3 stockholders do not approve the Transaction; the risk that
governmental and regulatory review of the tender offer documents
may delay the Transaction or result in the inability of the
Transaction to be consummated by July 22, 2013 and the length of
time necessary to consummate the Transaction; the risk that a
condition to consummation of the Transaction may not be satisfied
or waived; the risk that the anticipated benefits of the
Transaction may not be fully realized or may take longer to realize
than expected; the risk that any projections, including earnings,
revenues, expenses, margins, mineral reserve estimates or any other
financial items are not realized; changing legislation and
regulatory environments including those in foreign jurisdictions in
which Li3 intends to operate; the ability to list and comply with
NASDAQ's continuing listing standards, including having the
requisite number of round lot holders or stockholders and meeting
the independent director requirements for the board of directors
and its committees; Li3's mineral operations are subject to Chilean
law and government regulation; validation of the POSCO technology;
obtaining and the issuance of necessary government consents;
confirmation of initial exploration results; our ability to raise
additional capital for exploration; development and
commercialization of our projects; future findings and economic
assessment reports; our ability to identify appropriate corporate
acquisition or joint venture opportunities in the lithium mining
sector and to establish appropriate technical and managerial
infrastructure; political stability in countries in which we
operate; and fluctuations in lithium prices. These risks, as well
as other risks associated with the proposed transaction, are more
fully discussed in the Schedule TO (and any amendments thereto) to
be filed by Blue Wolf in connection with the transaction and the
tender offer. For further information about risks faced by Li3,
including its Maricunga Project, see the "Risk Factors" section of
Li3's Form S-1, filed with the SEC on January 17, 2013. Blue Wolf
and Li3 undertake no obligation to update any forward-looking
statement contained herein to reflect events or circumstances which
arise after the date of this release.
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Li3 Contacts: Luis Saenz CEO +56 (2) 2896 9100 Marc Lubow
EVP +1 (904) 645 9549 Email Contact Blue Wolf Contacts: Lee
Kraus CEO & Chairman +1 (917) 449-0760 Nicholas Edwards
President +1 (203) 524-5272 Information Agent for Blue Wolf:
Morrow & Co., LLC 470 West Avenue, 3rd Floor Stamford,
Connecticut 06902 Telephone: (800) 662-5200 Banks and Brokerage
Firms: (203) 685-9400 Email Contact
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