SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2 to
SCHEDULE TO
(Rule 14d-100)
Tender Offer Statement under Section 14(d)(1)
or 13(e)(1)
of the Securities Exchange Act of 1934
BLUE WOLF MONGOLIA HOLDINGS CORP.
(Name of Subject Company (Issuer) and
Name of Filing Person (Issuer))
Ordinary Shares, no par value
(Title of Class of
Securities)
G11962100
(CUSIP Number of Class of Securities)
Lee Kraus
c/o Blue Wolf MHC Ltd.
Two Greenwich Office Park, Suite 300
Greenwich, CT 06831
(203) 622-4903
(Name, Address and Telephone Number of Person
Authorized to
Receive Notices and Communications on Behalf of Filing Persons)
with a copy to:
Douglas S. Ellenoff, Esq.
Stuart Neuhauser, Esq.
Ellenoff Grossman & Schole LLP
150 East 42nd Street
New York, New York 10017
(212) 370-1300
(212) 370-7889 (fax)
CALCULATION OF FILING FEE
Transaction valuation*
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Amount of filing fee**
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$14,635,660.90
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$1,996.30
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*
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Estimated for purposes of calculating the amount of the filing fee only, in accordance with Rule 0-11(d) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This calculation assumes the purchase of a total of 1,467,970 ordinary shares of Blue Wolf Mongolia Holdings Corp., no par value, at the tender offer price of $9.97 per share.
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**
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The amount of the filing fee, calculated in accordance with Rule 0-11(b) under the Exchange Act, , equals $136.40 per million dollars of the transaction valuation.
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¨
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid: $1,996.30
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Filing Party: Blue Wolf Mongolia Holdings Corp.
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Form or Registration No.: Schedule TO-I
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Date Filed: May 21, 2013
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¨
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any
transactions to which the statement relates:
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¨
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third-party tender offer subject to Rule 14d-1.
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x
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issuer tender offer subject to Rule 13e-4.
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¨
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going-private transaction subject to Rule 13e-3.
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¨
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amendment to Schedule 13D under Rule 13d-2.
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Check the following box if the filing is a final
amendment reporting the results of the tender offer:
¨
SCHEDULE TO
Blue Wolf Mongolia
Holdings Corp., a British Virgin Islands business company with limited liability (“Blue Wolf” or the “Company”),
hereby amends and supplements its Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission
(the “SEC”) on May 21, 2013 (
together with all amendments and supplements thereto,
the
“Schedule TO”). The Schedule TO, as further amended by this Amendment No. 2, relates to the Company’s offer to
purchase for cash up to 1,467,970 of its ordinary shares, no par value (“Ordinary Shares”), at a price of $9.97 per
share, net to the seller in cash, without interest (the “Share Purchase Price”) for an aggregate purchase price of
up to $14,635,660.90. T
he Company’s offer is being made upon the terms and subject to certain conditions set forth
in the Amended and Restated Offer to Purchase dated July 5, 2013
(the “Offer to Purchase”),
filed herewith as Exhibit (a)(1)(F) to the Schedule TO and the Amended and Restated Letter of Transmittal (the “Letter
of Transmittal”) filed herewith as Exhibit (a)(1)(G) to the Schedule TO (which, as amended or supplemented from time to time,
together constitute the offer (the “Offer”)).
The Offer now expires at 11:59 p.m. New York
City Time, on Thursday, July 11, 2013, unless the Offer is extended.
This Amendment No. 2
to Schedule TO, as it amends and supplements the Schedule TO, is intended to satisfy the reporting requirements of 13e-4(c)(3)
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
All information in the
Offer to Purchase and Letter of Transmittal, copies of which are attached to this Schedule TO as Exhibits (a)(1)(F) and (a)(1)(G),
respectively, is hereby expressly incorporated by reference in response to all of the items in this Schedule TO, and as more particularly
set forth below.
Item 1.
Summary Term Sheet.
The information set forth in the section
of the Offer to Purchase titled “Summary Term Sheet and Questions and Answers” is incorporated herein by reference.
Item 2.
Subject Company Information.
(a) Name and Address.
The name of the issuer is Blue Wolf Mongolia
Holdings Corp., a British Virgin Islands business company with limited liability (“Blue Wolf” or the “Company”).
The address of Blue Wolf’s principal executive office is Suite 409, Central Tower, 2 Sukhbaatar Square, Sukhbaatar District
8, Ulaanbaatar 14200, Mongolia; telephone (976) 7010-0248.
(b) Securities.
This Schedule TO relates to the Company’s
Ordinary Shares, no par value. As of May 21, 2013, the date of commencement of the tender offer, there were 4,268,381 Ordinary
Shares issued and outstanding.
(c) Trading Market and Price.
The information set forth in the section
of the Offer to Purchase titled “Price Range of Securities and Dividends-Blue Wolf” is incorporated herein by reference.
Item 3.
Identity and Background
of Filing Person.
(a) Name and Address.
The Company is the subject company and
the filing person. The business address and telephone number of the Company are set forth under Item 2(a) above.
The executive officers and directors of
the Company are set forth in the following table:
Name
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Position
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Lee Kraus
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Chief Executive Officer and Chairman of the Board
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Nicholas Edwards
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President and Chief Financial Officer
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John A. Shapiro
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Director
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George Ireland
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Director
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Koji Fusa
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Director
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Stephen Quin
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Director
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Giacomo E. Di Mase
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Director
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Buyankhishig Ishdorj
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Vice President, Business Development
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Elena Bagayeva
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Vice President, Finance
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The address and telephone number of each
director and executive officer is: c/o Blue Wolf Mongolia Holdings Corp., Suite 409, Central Tower, 2 Sukhbaatar Square, Sukhbaatar
District 8, Ulaanbaatar 14200, Mongolia; telephone (976) 7010-0248.
Item 4.
Terms of the Transaction.
(a) Material Terms.
(1)(i) The information set forth in the
sections of the Offer to Purchase titled “Summary Term Sheet and Questions and Answers” and “The Offer-Number
of Ordinary Shares; Share Purchase Price; No Proration” is incorporated herein by reference.
(1)(ii) The information set forth in the
sections of the Offer to Purchase titled “Summary Term Sheet and Questions and Answers,” “The Offer-Number of
Ordinary Shares; Share Purchase Price; No Proration,” and “The Offer-Purchase of Shares and Payment of Purchase Price”
is incorporated herein by reference.
(1)(iii) The information set forth in the
section of the Offer to Purchase titled “Summary Term Sheet and Questions and Answers” is incorporated herein by reference.
(1)(iv) Not applicable.
(1)(v) The information set forth in the
sections of the Offer to Purchase titled “Summary Term Sheet and Questions and Answers” and “The Offer-Extension
of the Offer; Termination; Amendment” is incorporated herein by reference.
(1)(vi) The information set forth in the
sections of the Offer to Purchase titled “Summary Term Sheet and Questions and Answers” and “The Offer-Withdrawal
Rights” is incorporated herein by reference.
(1)(vii) The information set forth in the
sections of the Offer to Purchase titled “Summary Term Sheet and Questions and Answers,” “The Offer-Procedures
for Tendering Shares” and “The Offer-Withdrawal Rights” is incorporated herein by reference.
(1)(viii) The information set forth in
the sections of the Offer to Purchase titled “Summary Term Sheet and Questions and Answers” and “The Offer-Purchase
of Shares and Payment of Purchase Price” is incorporated herein by reference.
(1)(ix) The information set forth in the
sections of the Offer to Purchase titled “Summary Term Sheet and Questions and Answers,” “The Offer-Number of
Ordinary Shares; Share Purchase Price; No Proration” and “The Offer-Conditions of the Offer” is incorporated
herein by reference.
(1)(x) The information set forth in the
sections of the Offer to Purchase titled “Summary Term Sheet and Questions and Answers,” “Risk Factors,”
“The Offer-Purpose of the Offer; Certain Effects of the Offer,” “Description of Securities,” “Material
Differences in the Rights of Blue Wolf Shareholders Following the Transaction,”, “Material Differences in the Rights
of Blue Wolf Shareholders Following the Transaction—Nevada Company Considerations,” “Price Range of Securities
and Dividends-Blue Wolf” and “Beneficial Ownership of Securities” is incorporated herein by reference.
(1)(xi) The information set forth in the
section of the Offer to Purchase titled “The Transaction-Accounting Treatment” is incorporated herein by reference.
(1)(xii) The information set forth in the
sections of the Offer to Purchase titled “Summary Term Sheet and Questions and Answers,” “The Offer-Material
U.S. Federal Income Tax Considerations” and “The Offer—Material U.S. Federal Income Tax Considerations to Li3
Shareholders” is incorporated herein by reference.
(2)(i) The information set forth in the
sections of the Offer to Purchase titled “Summary Term Sheet and Questions and Answers” and “The Transaction”
is incorporated herein by reference.
(2)(ii) The information set forth in the
sections of the Offer to Purchase titled “Summary Term Sheet and Questions and Answers,” “The Transaction,”
“The Agreement and Plan of Merger” and “The Offer” is incorporated herein by reference.
(2)(iii) The information set forth in the
section of the Offer to Purchase titled “Summary Term Sheet and Questions and Answers” and “The Transaction”
is incorporated herein by reference.
(2)(iv) The information set forth in the
sections of the Offer to Purchase titled “Summary Term Sheet and Questions and Answers” and “Risk Factors”
is incorporated herein by reference.
(2)(v) The information set forth in the
sections of the Offer to Purchase titled “Summary Term Sheet and Questions and Answers,” “Risk Factors,”
“The Offer-Purpose of the Offer; Certain Effects of the Offer,” “Description of Securities,” “Material
Differences in the Rights of Blue Wolf Shareholders Following the Transaction,” “Material Differences in the Rights
of Blue Wolf Shareholders Following the Transaction—Nevada Company Considerations,” “Price Range of Securities
and Dividends” and “Beneficial Ownership of Securities” is incorporated herein by reference.
(2)(vi) The information set forth in the
section of the Offer to Purchase titled “The Transaction-Accounting Treatment” is incorporated herein by reference.
(2)(vii) The information set forth in the
sections of the Offer to Purchase titled “Summary Term Sheet and Questions and Answers,” “The Offer-Material
U.S. Federal Income Tax Considerations”, “The Offer-Taxation of Blue Wolf” and “The Offer—Material
U.S. Federal Income Tax Considerations to Li3 Shareholders” is incorporated herein by reference.
(b) Purchases.
The information set forth in the sections
of the Offer to Purchase titled “Summary Term Sheet and Questions and Answers,” “The Offer-Purpose of the Offer;
Certain Effects of the Offer” and “Certain Relationships and Related Transactions-Blue Wolf” is incorporated
herein by reference.
Item 5.
Past Contacts, Transactions,
Negotiations and Agreements.
(e) Agreements Involving the Subject Company’s Securities.
The information set forth in the sections
of the Offer to Purchase titled “Summary Term Sheet and Questions and Answers,” “Risk Factors,” “The
Transaction,” “The Agreement and Plan of Merger,” “Related Agreements,” “The Offer- Purpose
of the Offer; Certain Effects of the Offer,” “Description of Securities,” “Management of Blue Wolf,”
“Beneficial Ownership of Securities” and “Certain Relationships and Related Transactions-Blue Wolf” is
incorporated herein by reference.
Item 6.
Purposes of the Transaction
and Plans or Proposals.
(a) Purposes.
The information set forth in the sections
of the Offer to Purchase titled “Summary Term Sheet and Questions and Answers,” “The Transaction,” “The
Agreement and Plan of Merger,” “The Offer- Purpose of the Offer; Certain Effects of the Offer,” “The Offer-Material
U.S. Federal Income Tax Considerations,” and “Business of Blue Wolf” is incorporated herein by reference.
(b) Use of Securities Acquired.
The information set forth in the section
of the Offer to Purchase titled “The Offer-Purpose of the Offer; Certain Effects of the Offer” is incorporated herein
by reference.
(c) Plans.
The information set forth in the sections
of the Offer to Purchase titled “Summary Term Sheet and Questions and Answers,” “The Transaction,” “The
Agreement and Plan of Merger,” “Related Agreements,” “The Offer- Purpose of the Offer; Certain Effects
of the Offer,” “The Offer-Material U.S. Federal Income Tax Considerations,” “Description of Securities,”
“Price Range of Securities and Dividends,” “Business of Li3” and “Management of Blue Wolf Following
the Transaction” is incorporated herein by reference.
Item 7.
Source and Amount of
Funds or Other Consideration.
(a) Sources of Funds.
The information set forth in the sections
of the Offer to Purchase titled “Summary Term Sheet and Questions and Answers,” “Information About the Companies,”
“The Agreement and Plan of Merger-Structure of the Transaction; Consideration to be Delivered” and “The Offer-Source
and Amount of Funds” is incorporated herein by reference.
(b) Conditions.
The information set forth in the sections
of the Offer to Purchase titled “Summary Term Sheet and Questions and Answers,” “The Agreement and Plan of Merger-Conditions
to the Closing of the Transaction” and “The Offer-Conditions of the Offer” is incorporated herein by reference.
(d) Borrowed funds.
Not applicable
Item 8.
Interest in Securities
of the Subject Company.
(a) Securities Ownership.
The information set forth in the sections
of the Offer to Purchase titled “Summary Term Sheet and Questions and Answers,” “Risk Factors,” “The
Agreement and Plan of Merger,” “Related Agreements,” “Description of Securities,” “Beneficial
Ownership of Securities” and “Certain Relationships and Related Transactions-Blue Wolf” is incorporated herein
by reference.
(b) Securities Transactions.
The information set forth in the sections
of the Offer to Purchase titled “Summary Term Sheet and Questions and Answers,” “Risk Factors” “Related
Agreements,” “The Offer-Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the
Ordinary Shares,” “Beneficial Ownership of Securities” and “Certain Relationship and Related Transactions”
is incorporated herein by reference.
Item 9.
Persons/Assets, Retained,
Employed, Compensated or Used.
(a) Solicitations or Recommendations.
The information set forth in the sections
of the Offer to Purchase titled “Summary Term Sheet and Questions and Answers” and “The Offer-Fees and Expenses”
is incorporated herein by reference.
Item 10.Financial Statements.
(a) Financial Information.
The information set forth in the sections
of the Offer to Purchase titled “Selected Historical Financial Information,” “Selected Unaudited Condensed Combined
Pro Forma Financial Information,” “Comparative Share Information,” “Unaudited Condensed Combined Pro Forma
Financial Statements” and “Index to Financial Statements” is incorporated herein by reference.
(b) Pro Forma Information.
The information set forth in the sections
of the Offer to Purchase titled “Selected Unaudited Condensed Combined Pro Forma Financial Information,” “Comparative
Share Information” and “Unaudited Condensed Combined Pro Forma Financial Statements” is incorporated herein by
reference.
Item 11.
Additional Information.
(a) Agreements, Regulatory Requirements and Legal Proceedings.
The information set forth in the sections
of the Offer to Purchase titled “Summary Term Sheet and Questions and Answers,” “The Agreement and Plan of Merger,”
“Related Agreements,” “Certain Relationships and Related Transactions” and the Letter of Transmittal, a
copy of which is filed as Exhibit (a)(l)(B) hereto, is incorporated herein by reference.
(b) Other Material Information.
The information set forth in the sections
of the Offer to Purchase titled “Summary Term Sheet and Questions and Answers,” “Forward-Looking Statements,”
“Risk Factors,” “Information About the Companies,” “Related Agreements,” “Description
of Securities,” “Material Differences in the Rights of Blue Wolf Shareholders Following the Transaction,” “Material
Differences in the Rights of Blue Wolf Shareholders Following the Transaction –Nevada Company Considerations”, “Price
Range of Securities and Dividends,” “Business of Blue Wolf,” “Management’s Discussion and Analysis
of Financial Condition and Results of Operations of Blue Wolf,” “Business of Li3,” “Management’s
Discussion and Analysis of Financial Condition and Results of Operations of Li3,” “Appraisal Rights” and “Where
You Can Find More Information” is incorporated herein by reference.
Item 12. Exhibits.
Exhibit
Number
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Description
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(a)(1)(A)*
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Offer to Purchase dated May 21, 2013.
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(a)(1)(B)*
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Letter of Transmittal To Tender Ordinary Shares.
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(a)(1)(C)*
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Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
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(a)(1)(D)*
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Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
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(a)(1)(E)*
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Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
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(a)(1)(F)
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Amended and Restated Offer to Purchase dated July 5, 2013.
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(a)(1)(G)
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Amended and Restated Letter of Transmittal To Tender Ordinary Shares.
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(a)(1)(H)
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Amended and Restated Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
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(a)(1)(I)
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Amended and Restated Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
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(a)(5)(A)*
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Press Release, dated May 21, 2013 (incorporated by reference to Exhibit 15.2 to the Form 6-K filed by Blue Wolf Mongolia Holdings Corp. on May 21, 2013).
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(a)(5)(B)*
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Investor Presentation dated May 21, 2013 (incorporated by reference to Exhibit 15.1 to the Form 6-K filed by Blue Wolf Mongolia Holdings Corp. on May 21, 2013).
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(a)(5)(C)*
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Revised Investor Presentation dated June 2013
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(a)(5)(D)*
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Press Release, dated June 20, 2013
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(a)(5)(E)
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Press Release, dated July 5, 2013
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(a)(5)(F)
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Revised Investor Presentation dated July 2013
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(d)(1)
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Underwriting Agreement, dated July 14, 2011, by and between Blue Wolf Mongolia Holdings Corp. and Deutsche Bank Securities , as representative of the underwriters (incorporated by reference to Exhibit 1.1 to the Form 8-K filed by Blue Wolf Mongolia Holdings Corp. on July 20, 2011).
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(d)(2)
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Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Form 6-K filed by Blue Wolf Mongolia Holdings Corp. on April 18, 2013).
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(d)(3)
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Warrant Agreement, dated July 14, 2011, by and between Blue Wolf Mongolia Holdings Corp. and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 to the Form 8-K filed by Blue Wolf Mongolia Holdings Corp. on July 20, 2011)
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(d)(4)
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Investment Management Trust Agreement, dated July 14, 2011, by and between Blue Wolf Mongolia Holdings Corp. and Blue Wolf MHC Corp. (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by Blue Wolf Mongolia Holdings Corp. on July 20, 2011).
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(d)(5)
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Registration Rights Agreement, dated as of July 14, 2011, by and among Blue Wolf Mongolia Holdings Corp. and Blue Wolf MHC Ltd. (incorporated by reference to Exhibit 10.2 to the Form 8-K filed by Blue Wolf Mongolia Holdings Corp. on July 20, 2011)
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(d)(6)
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Letter Agreement, dated as of July 14, 2011, by and among Blue Wolf Mongolia Holdings Corp. and Blue Wolf MHC Ltd., and each of the directors and officers of Blue Wolf Mongolia Holdings Corp. (incorporated by reference to Exhibit 10.3 to the Form 8-K filed by Blue Wolf Mongolia Holdings Corp. on July 20, 2011).
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(d)(7)
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Agreement and Plan of Merger by and among Blue Wolf Mongolia Holdings Corp., Blue Wolf Acquisition Sub, Inc. and Li3 Energy, Inc., dated May 21, 2013 (incorporated by reference to Exhibit 4.1 to the Form 6-K filed by Blue Wolf Mongolia Holdings Corp. on May 21, 2013).
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(d)(8)
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Letter Agreement, dated April 12, 2013, by and between Blue Wolf Mongolia Holdings Corp., Deutsche Bank Securities and Odeon Capital (incorporated by reference to Exhibit 4.3 to the Form 6-K filed by Blue Wolf Mongolia Holdings Corp. on May 21, 2013).
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(d)(9)
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Amendment No. 1 to the Investment Management Trust Agreement, dated April 17, 2013, by and between Blue Wolf Mongolia Holdings Corp. and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.1 to the Form 6-K filed by Blue Wolf Mongolia Holdings Corp. on April 18, 2013).
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(d)(10)
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Sponsor Agreement, dated May 21, 2013, by and between Blue Wolf Mongolia Holdings Corp. and Blue Wolf MHC Ltd. (incorporated by reference to Exhibit 4.2 to the Form 6-K filed by Blue Wolf Mongolia Holdings Corp. on May 21, 2013).
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(d)(11)
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Amended and Restated Promissory Note, dated May 21, 2013, issued to Blue Wolf MHC Ltd. in the amount of $400,000 (incorporated by reference to Exhibit 4.4 to the Form 6-K filed by Blue Wolf Mongolia Holdings Corp. on May 21, 2013).
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(d)(12)*
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Investor Rights Agreement, dated June 13, 2013, by and between Blue Wolf Mongolia Holdings Corp., Li3 Energy, Inc. and POSCO Canada Ltd.
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(d)(13)*
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Form of Lock-Up and Support Agreement.
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(d)(14)*
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Revised Letter Agreement, dated June 20, 2013, by and between Blue Wolf Mongolia Holdings Corp., Deutsche Bank Securities and Odeon Capital.
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(g)
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Not applicable.
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(h)
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Not applicable.
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* Previously filed
Item 13.
Information Required
by Schedule 13e-3.
Not applicable.
SIGNATURE
After due inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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BLUE WOLF MONGOLIA HOLDINGS CORP.
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By:
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/s/ Lee Kraus
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Lee Kraus
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Chief Executive Officer
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Date: July 5, 2013
INDEX TO EXHIBITS
Exhibit
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Number
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Description
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(a)(1)(A)*
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Offer to Purchase dated May 21, 2013.
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(a)(1)(B)*
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Letter of Transmittal To Tender Ordinary Shares.
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(a)(1)(C)*
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Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
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(a)(1)(D)*
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Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
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(a)(1)(E)*
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Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
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(a)(1)(F)
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Amended and Restated Offer to Purchase dated July 5, 2013.
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(a)(1)(G)
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Amended and Restated Letter of Transmittal To Tender Ordinary Shares.
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(a)(1)(H)
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Amended and Restated Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
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(a)(1)(I)
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Amended and Restated Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
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(a)(5)(A)*
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Press Release, dated May 21, 2013 (incorporated by reference to Exhibit 15.2 to the Form 6-K filed by Blue Wolf Mongolia Holdings Corp. on May 21, 2013).
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(a)(5)(B)*
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Investor Presentation dated May 21, 2013 (incorporated by reference to Exhibit 15.1 to the Form 6-K filed by Blue Wolf Mongolia Holdings Corp. on May 21, 2013).
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(a)(5)(C)*
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Revised Investor Presentation dated June 2013.
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(a)(5)(D)*
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Press Release, dated June 20, 2013
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(a)(5)(E)
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Press Release, dated July 5, 2013
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(a)(5)(F)
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Revised Investor Presentation dated July 2013
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(d)(1)
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Underwriting Agreement, dated July 14, 2011, by and between Blue Wolf Mongolia Holdings Corp. and Deutsche Bank Securities , as representative of the underwriters (incorporated by reference to Exhibit 1.1 to the Form 8-K filed by Blue Wolf Mongolia Holdings Corp. on July 20, 2011).
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(d)(2)
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Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Form 6-K filed by Blue Wolf Mongolia Holdings Corp. on April 18, 2013).
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(d)(3)
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Warrant Agreement, dated July 14, 2011, by and between Blue Wolf Mongolia Holdings Corp. and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 to the Form 8-K filed by Blue Wolf Mongolia Holdings Corp. on July 20, 2011)
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(d)(4)
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Investment Management Trust Agreement, dated July 14, 2011, by and between Blue Wolf Mongolia Holdings Corp. and Blue Wolf MHC Corp. (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by Blue Wolf Mongolia Holdings Corp. on July 20, 2011).
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(d)(5)
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Registration Rights Agreement, dated as of July 14, 2011, by and among Blue Wolf Mongolia Holdings Corp. and Blue Wolf MHC Ltd. (incorporated by reference to Exhibit 10.2 to the Form 8-K filed by Blue Wolf Mongolia Holdings Corp. on July 20, 2011)
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(d)(6)
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Letter Agreement, dated as of July 14, 2011, by and among Blue Wolf Mongolia Holdings Corp. and Blue Wolf MHC Ltd., and each of the directors and officers of Blue Wolf Mongolia Holdings Corp. (incorporated by reference to Exhibit 10.3 to the Form 8-K filed by Blue Wolf Mongolia Holdings Corp. on July 20, 2011).
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(d)(7)
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Agreement and Plan of Merger by and among Blue Wolf Mongolia Holdings Corp., Blue Wolf Acquisition Sub, Inc. and Li3 Energy, Inc., dated May 21, 2013 (incorporated by reference to Exhibit 4.1 to the Form 6-K filed by Blue Wolf Mongolia Holdings Corp. on May 21, 2013).
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(d)(8)
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Letter Agreement, dated April 12, 2013, by and between Blue Wolf Mongolia Holdings Corp., Deutsche Bank Securities and Odeon Capital (incorporated by reference to Exhibit 4.3 to the Form 6-K filed by Blue Wolf Mongolia Holdings Corp. on May 21, 2013).
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(d)(9)
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Amendment No. 1 to the Investment Management Trust Agreement, dated April 17, 2013, by and between Blue Wolf Mongolia Holdings Corp. and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.1 to the Form 6-K filed by Blue Wolf Mongolia Holdings Corp. on April 18, 2013).
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(d)(10)
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Sponsor Agreement, dated May 21, 2013, by and between Blue Wolf Mongolia Holdings Corp. and Blue Wolf MHC Ltd. (incorporated by reference to Exhibit 4.2 to the Form 6-K filed by Blue Wolf Mongolia Holdings Corp. on May 21, 2013).
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(d)(11)
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Amended and Restated Promissory Note, dated May 21, 2013, issued to Blue Wolf MHC Ltd. in the amount of $400,000 (incorporated by reference to Exhibit 4.4 to the Form 6-K filed by Blue Wolf Mongolia Holdings Corp. on May 21, 2013).
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(d)(12)*
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Investor Rights Agreement, dated June 13, 2013, by and between Blue Wolf Mongolia Holdings Corp., Li3 Energy, Inc. and POSCO Canada Ltd.
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(d)(13)*
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Form of Lock-Up and Support Agreement.
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(d)(14)*
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Revised Letter Agreement, dated June 20, 2013, by and between Blue Wolf Mongolia Holdings Corp., Deutsche Bank Securities and Odeon Capital.
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(g)
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Not applicable.
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(h)
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Not applicable.
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* Previously filed
Blue Wolf Mongolia Holdings Corp. - Ordinary Shares (MM) (NASDAQ:MNGL)
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부터 5월(5) 2024 으로 6월(6) 2024
Blue Wolf Mongolia Holdings Corp. - Ordinary Shares (MM) (NASDAQ:MNGL)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024