Waratah Acknowledges Extension and Amendment of Mineralogy's Unsolicited Offer
27 10월 2008 - 10:00PM
Marketwired
The Board of Directors of Waratah Coal Inc. (TSX VENTURE: WCI)
acknowledge that Mineralogy Pty Ltd (Mineralogy) announced that it
is amending its offer to purchase the outstanding common shares of
Waratah. The amended offer will be open for acceptance until 5:00
p.m. (Toronto time) on December 3, 2008. Mineralogy has also
indicated that it is amending its offer to be for all of Waratah's
outstanding common shares, other than shares held by Mineralogy and
any of its affiliates. Mineralogy has not increased its offer price
of $1.41 per share.
The formal notice of extension and variation has been filed with
Canadian securities regulatory authorities. The Board of Directors
and Special Committee of Waratah, together with financial and legal
advisors, have not had the opportunity to review the full terms and
details of the amended offer as set forth in the formal notice of
extension and variation. Waratah intends to formally respond to the
amended offer once the review of the formal notice of extension and
variation is completed.
As previously announced, the Board of Directors of Waratah
recommended that shareholders reject Mineralogy's offer dated
October 3, 2008 and not tender their shares to it. The Board's
reasons for this recommendation are contained in the Directors'
Circular dated October 17, 2008, which has been mailed to
shareholders and filed with Canadian securities regulators. The
Directors' Circular is available on Waratah's web site at
www.waratahcoal.com and on SEDAR at www.sedar.com.
As a result of the extension of the Mineralogy amended offer,
Waratah shareholders who wish to accept the amended offer now have
until 5:00 p.m. (Toronto time) on December 3, 2008, unless further
extended, to tender shares. Mineralogy's amended offer continues to
be subject to a number of conditions that, to the knowledge of
Waratah, have not yet been satisfied or waived. As a result,
Waratah urges its shareholders not to take any action with respect
to Mineralogy's amended offer.
No shares can be taken up and paid for under Mineralogy's
amended offer until the offer has expired. While the amended offer
is conditional upon the termination or waiver of the Shareholder
Rights Plan, the plan would preclude shares from being taken up and
paid for under the amended offer only if it remains in effect on
and after the expiry of the amended offer, which Mineralogy now has
extended until December 3, 2008. The expiry date could be further
extended if the conditions of the amended offer have not then been
satisfied or waived.
Waratah also advises that the Board of Directors and the Special
Committee of Waratah, with the assistance of financial and legal
advisors, continues to aggressively pursue more attractive value
alternatives for shareholders.
Waratah shareholders who have questions about Mineralogy's offer
(or who have already tendered to Mineralogy's offer and wish to
withdraw their shares) are encouraged to contact Waratah's
information agent, Laurel Hill Advisory Group, at 1-866-588-7127
(toll free in North America) or at 1-416-637-4661 (collect outside
North America).
This press release does not constitute an offer to sell or a
solicitation to buy any of the securities in the United States. The
securities have not been and will not be registered under the
United States Securities Act of 1933, as amended ("the U.S.
Securities Act") or any state securities law and may not be offered
or sold in the United States or to U.S. Persons unless registered
under the U.S. Securities Act and applicable state securities laws
or an exemption from such registration is available
Cautionary language:
Except for the historical and present factual information
contained herein, the matters set forth in this news release,
including words such as "expects", "projects", "plans",
"anticipates" and similar expressions, are forward-looking
information that represents management of Waratah Coal's internal
projections, expectations or beliefs concerning, among other
things, future operating results and various components thereof or
the economic performance of Waratah Coal. The projections,
estimates and beliefs contained in such forward-looking statements
necessarily involve known and unknown risks and uncertainties,
which may cause Waratah Coal's actual performance and financial
results in future periods to differ materially from any projections
of future performance or results expressed or implied by such
forward-looking statements. These risks and uncertainties include,
among other things, those described in Waratah Coal's filings with
the Canadian securities authorities. Accordingly, holders of
Waratah Coal shares and potential investors are cautioned that
events or circumstances could cause results to differ materially
from those predicted. Waratah Coal disclaims any responsibility to
update these forward-looking statements.
The TSX Venture Exchange has not reviewed and does not accept
responsibility for the adequacy or accuracy of this release.
Contacts: Waratah Coal Inc. Peter Lynch President and CEO +61 7
3303 0692 Email: plynch@waratahcoal.com Waratah Coal Inc. Michael
Joyner Investor Relations - Canada (416) 368-3671 Email:
mjoyner@waratahcoal.com Website: www.waratahcoal.com
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