Louvem Mines Announces Execution of an Acquisition Agreement With Richmont Mines and an Annual and Special Meeting
19 5월 2010 - 5:00AM
Marketwired
Louvem Mines Inc. ("Louvem"') (TSX VENTURE: LOV) announces that it
has entered into an Acquisition Agreement and an Amalgamation
Agreement with Richmont Mines Inc. ("Richmont") pursuant to which
Richmont, through an amalgamation, will acquire all of the issued
and outstanding shares of Louvem not currently owned by Richmont.
Richmont currently owns approximately 70% of the shares of Louvem.
Pursuant of these agreements, Louvem and 9222-0383 Quebec Inc., a
wholly-owned subsidiary of Richmont, will amalgamate under Part IA
of the Companies Act (Quebec) and the shareholders of Louvem will
ultimately receive one share of Richmont for each 5.4 shares of
Louvem held by them (the "Amalgamation"). The amalgamation must be
approved by the votes of the holders of a majority of the shares of
Louvem excluding those held by Richmont, present in person or
represented by proxy at the Louvem shareholders meeting (the
"Minority Shareholders"). Richmont has entered into support
agreements whereby certain Minority Shareholders, representing
approximately 54% of the Louvem shares not already held by
Richmont, have agreed to support the Amalgamation.
Louvem and Richmont previously announced Richmont's intention to
acquire the shares it does not already own in Louvem in their joint
press release issued March 31, 2010.
The meeting at which the shareholders of Louvem will be called
upon to consider and vote on the Amalgamation will be an annual and
special general meeting which will be held on June 18, 2010 at
10:00 a.m. (the "Meeting") at 1155 Rene-Levesque Boulevard West,
40th Floor, Montreal, Quebec. The record date for the Meeting is
May 14, 2010.
The independent committee of Louvem's board that was established
to consider the Amalgamation has received from KPMG LLP, a fairness
opinion (the "Opinion") dated April 30th, 2010. The Opinion states
that as of such date, the consideration to be paid pursuant to the
Amalgamation is fair from a financial point of view for the
Minority Shareholders. After having taken into consideration the
Opinion and other factors, the independent committee recommended
that the board of directors of Louvem approve the Amalgamation.
The Board of Directors of Louvem (other than Martin Rivard, a
director and senior officer of both Louvem and Richmont and who was
required to abstain), after receiving the recommendation of its
independent committee, has approved the Amalgamation and in doing
so has determined that the consideration offered under the
Amalgamation is fair to the Minority Shareholders and that the
Amalgamation is the best interest of Louvem and the Minority
Shareholders. The Board of Directors recommends that the Minority
Shareholders vote in favour of the Amalgamation at the Meeting.
The Amalgamation is subject to regulatory approval, and to the
approval of the TSX Venture Exchange, the TSX and the NYSE
Amex.
If approved by Louvem shareholders, Louvem expects the
Transaction to be completed on or before June 30, 2010. There can
be no assurance that the Transaction will be completed.
About Louvem Mines Inc.
Louvem has a 50% interest in the Beaufor Mine and owns other
exploration properties located near Val-d'Or, in north-western
Quebec, Canada. More information on Louvem Mines can be found on
its website at: www.louvem.com.
Neither 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.
Contacts: Louvem Mines Inc. Jennifer Aitken Investor Relations
514-397-1448 514-397-8620 (FAX) www.louvem.com
Louvem Mines Inc. (TSXV:LOV)
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