Shareholders Approve Walter Energy Deal (5635C)
09 3월 2011 - 1:30AM
UK Regulatory
TIDMWTN
RNS Number : 5635C
Western Coal Corporation
08 March 2011
Press release
Western Coal Shareholders Overwhelmingly Approve Plan of
Arrangement with Walter Energy
Western Announces Preliminary Results of Arrangement
Consideration Elections
Vancouver, BC, March 8, 2011 - Western Coal Corp. (TSX: WTN,
WTN.WT and AIM: WTN) (the "Company" or "Western") and Walter
Energy, Inc. (NYSE: WLT) ("Walter") announced today that Western's
shareholders have overwhelmingly voted in favour of the proposed
acquisition of Western by Walter. The proposed transaction was
approved by approximately 99.86% of the votes cast by all
shareholders eligible to vote and approximately 99.79% of the votes
cast by "minority" shareholders (shareholders other than Walter and
funds managed by Audley Capital Management Limited).
Completion of the arrangement remains conditional on approval by
the Supreme Court of British Columbia and satisfaction of other
customary conditions, including regulatory and stock exchange
approvals. Subject to the satisfaction or waiver of all conditions
precedent, it is currently anticipated that the arrangement will be
completed on or about April 1, 2011.
Preliminary Results of Arrangement Consideration Elections
Under the terms of the arrangement, Walter will indirectly
acquire each outstanding Western common share not already owned by
it in exchange for either CDN$11.50 in cash (the "Cash
Consideration") or 0.114 of a Walter common share (the "Share
Consideration"), subject to pro-ration as described in Western's
management proxy circular dated February 2, 2011 (the
"Circular").
As of today, there are 259,813,094 Western common shares that
are eligible to participate in the arrangement. This number
includes 5,051,000 common shares to be issued immediately prior to
completion of the arrangement pursuant to the conditional exercise
of Western options and excludes 72,122,826 Western common shares
held by subsidiaries of Western as well as 25,274,745 Western
common shares owned by Walter.
Registered Western shareholders (other than "Restricted
Shareholders", as defined in the Circular) were entitled to elect
the form of consideration they wished to receive in exchange for
their Western common shares by submitting a valid election prior to
5:00 p.m. (Eastern Time) on March 3, 2011. Restricted Shareholders
(as defined in the Circular) and shareholders who did not validly
submit an election prior to the election deadline are deemed to
have elected the Cash Consideration in respect of 70% of their
Western common shares and the Share Consideration in respect of 30%
of their Western common shares.
Based on valid elections received prior to the election deadline
and deemed elections, as of today Western shareholders (including
the holders of Western options who have exercised their options
conditional upon completion of the arrangement) have elected to
receive:
-- the Share Consideration in respect of 233,957,510 Western
common shares; and
-- the Cash Consideration in respect of 25,855,584 Western
common shares.
Based on the 259,813,094 Western common shares that are eligible
to participate in the arrangement as of today, the maximum number
of Western common shares that can be exchanged for the Share
Consideration is 77,943,928. Since the aggregate elections for
Share Consideration exceed this amount, all elections (including
deemed elections) will be subject to pro-ration in the manner
described in the Circular. As of today, and based on the numbers
referenced above, this would result in the number of Western common
shares that each shareholder exchanges for the Share Consideration
being reduced by approximately 66%. Any Western shares not
exchanged for the Share Consideration as a result of this
pro-ration Western will instead be exchanged for the Cash
Consideration.
The final pro-ration calculations will depend on the number of
Western common shares that actually participate in the arrangement
and will not be known until the arrangement has been completed.
Western will announce the final pro-ration calculations, which are
not expected to vary materially from the pro-ration calculations
described above, upon completion of the arrangement.
About Western Coal
Western Coal is a producer of high quality metallurgical coal
from three mines in northeast British Columbia (Canada), high
quality metallurgical coal and compliant thermal coal from four
mines located in West Virginia (USA), and high quality anthracite
and metallurgical coal in South Wales (UK). The Company is
headquartered in Vancouver, BC, Canada, and trades on the AIM and
TSX stock exchanges under the symbol "WTN". More information can be
found at www.westerncoal.com.
About Walter Energy
Walter Energy is a leading U.S. producer and exporter of premium
hard coking coal for the global steel industry and also produces
steam coal and industrial coal, metallurgical coke and coal bed
methane gas. Walter Energy has annual revenues of approximately
$1.6 billion and employs approximately 2,100 people. For more
information about Walter Energy, please visit the company website
at www.walterenergy.com.
Forward-Looking Information Disclaimer
This release may contain forward-looking statements that may
involve risks and uncertainties. Such statements relate to the
Company's expectations, intentions, plans and beliefs. As a result,
actual future events or results could differ materially from those
suggested by the forward-looking statements. Readers are referred
to the documents filed by the Company on SEDAR. Such risk factors
include, but are not limited to changes in commodity prices;
strengths of various economies; the effects of competition and
pricing pressures; the oversupply of, or lack of demand for, the
Company's products; currency and interest rate fluctuations;
various events which could disrupt the Company's construction
schedule or operations; the Company's ability to obtain additional
funding on favourable terms, if at all; and the Company's ability
to anticipate and manage the foregoing factors and risks.
Additionally, statements related to the quantity or magnitude of
coal deposits are deemed to be forward-looking statements. The
reliability of such information is affected by, among other things,
uncertainties involving geology of coal deposits; uncertainties of
estimates of their size or composition; uncertainties of
projections related to costs of production; the possibilities in
delays in mining activities; changes in plans with respect to
exploration, development projects or capital expenditures; and
various other risks including those related to health, safety and
environmental matters.
Walter Energy Contacts: Western Coal Contacts:
Investors: David Jan
Mark H. Tubb Head of Investor Relations
Vice President - Investor Relations 604.694.2891
813.871.4027 david.jan@westerncoal.com
mtubb@walterenergy.com Bobby Morse / Katharine Sutton
Media: Buchanan Communications
Michael A. Monahan +44 (0)207 466 5000
Director - Corporate Communications bobbym@buchanan.uk.com
205.745.2628
mmonahan@walterenergy.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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