21.03.2011, 21:21
ARMZ Makes Revised All Cash Offer for Mantra
OREANDA-NEWS. March 21, 2011. JSC Atomredmetzoloto (ARMZ) announced today that it has agreed to amend the terms of the Scheme Implementation Agreement with Mantra Resources Limited (Mantra) (ASX:MRU, TSX:MRL) and the back-to-back Put/Call Agreement with its 51.4% owned subsidiary, Uranium One Inc. (Uranium One) (TSX:UUU, JSE:UUU), which were both entered into on 15 December 2010.
Scheme Implementation Agreement
As previously announced, ARMZ gave Mantra notice on 17 March 2011 that it considers the series of serious incidents at the nuclear power plant in Fukushima, Japan are likely to have a material adverse effect on the business, results of operations, assets or liabilities, financial position or prospects of Mantra and, consequently, that the condition precedent relating to material adverse change was not capable of satisfaction.
Following the notice, ARMZ entered into negotiations with Mantra in an effort to explore how the transaction may proceed by way of an alternative approach (in accordance with clause 2.5(b) of the Scheme Implementation Agreement).
Under the revised agreement:
Mantra shareholders will receive AUD 7.02, comprising AUD 6.87 in cash to be paid by ARMZ and an unfranked cash dividend of AUD 0.15 to be paid by Mantra; and
ARMZ has agreed to remove the material adverse change condition in the Scheme Implementation Agreement.
Subject to an Independent Expert determining that the Revised Transaction is in the best interests of Mantra shareholders, the Directors of Mantra have agreed unanimously to recommend ARMZ’s revised offer and will vote in favour of the Scheme in the absence of a superior proposal.
Mantra’s strategic shareholder, Highland Park S.A., which owns 13.5% of the outstanding fully diluted share capital in Mantra, has also represented to Mantra that it supports the revised transaction and will vote in favour of the Scheme in the absence of a superior proposal.
The closing of the transaction is expected in July 2011.
Put/Call Agreement
Concurrently with the execution of the amendment to the Scheme Implementation Agreement, Uranium One and ARMZ have entered into an Amended and Restated Option Agreement which provides Uranium One with the benefit of the revised price of AUD 6.87 and additional flexibility in exercising the option to acquire Mantra.
Under the terms of the original Put/Call Agreement, Uranium One had a call option to acquire Mantra from ARMZ, exercisable at any point within 12 months of closing of the acquisition of Mantra by ARMZ and ARMZ had a put option to sell Mantra to Uranium One at the end of such term for consideration equal to ARMZ’s acquisition cost plus certain additional expenditures. The Amended and Restated Option Agreement provides Uranium One with the ability to extend the term of the put/call option to 24 months from 12 months provided that Uranium One partially exercises its call option and acquires approximately 15% of the shares of Mantra for USD 150 million before the later of six months from closing of the acquisition of Mantra by ARMZ and January 31, 2012.
If Uranium One’s call option is partially exercised, ARMZ’s put option is only exercisable at the end of the 24 month term. The option to acquire the remaining 85% interest in Mantra (or 100% if the option is not partially exercised) remains subject to minority shareholder approval.
Uranium One and ARMZ remain committed to the joint strategy of creating a world-leading diversified uranium production company with high quality mines and development projects.
Scheme Implementation Agreement
As previously announced, ARMZ gave Mantra notice on 17 March 2011 that it considers the series of serious incidents at the nuclear power plant in Fukushima, Japan are likely to have a material adverse effect on the business, results of operations, assets or liabilities, financial position or prospects of Mantra and, consequently, that the condition precedent relating to material adverse change was not capable of satisfaction.
Following the notice, ARMZ entered into negotiations with Mantra in an effort to explore how the transaction may proceed by way of an alternative approach (in accordance with clause 2.5(b) of the Scheme Implementation Agreement).
Under the revised agreement:
Mantra shareholders will receive AUD 7.02, comprising AUD 6.87 in cash to be paid by ARMZ and an unfranked cash dividend of AUD 0.15 to be paid by Mantra; and
ARMZ has agreed to remove the material adverse change condition in the Scheme Implementation Agreement.
Subject to an Independent Expert determining that the Revised Transaction is in the best interests of Mantra shareholders, the Directors of Mantra have agreed unanimously to recommend ARMZ’s revised offer and will vote in favour of the Scheme in the absence of a superior proposal.
Mantra’s strategic shareholder, Highland Park S.A., which owns 13.5% of the outstanding fully diluted share capital in Mantra, has also represented to Mantra that it supports the revised transaction and will vote in favour of the Scheme in the absence of a superior proposal.
The closing of the transaction is expected in July 2011.
Put/Call Agreement
Concurrently with the execution of the amendment to the Scheme Implementation Agreement, Uranium One and ARMZ have entered into an Amended and Restated Option Agreement which provides Uranium One with the benefit of the revised price of AUD 6.87 and additional flexibility in exercising the option to acquire Mantra.
Under the terms of the original Put/Call Agreement, Uranium One had a call option to acquire Mantra from ARMZ, exercisable at any point within 12 months of closing of the acquisition of Mantra by ARMZ and ARMZ had a put option to sell Mantra to Uranium One at the end of such term for consideration equal to ARMZ’s acquisition cost plus certain additional expenditures. The Amended and Restated Option Agreement provides Uranium One with the ability to extend the term of the put/call option to 24 months from 12 months provided that Uranium One partially exercises its call option and acquires approximately 15% of the shares of Mantra for USD 150 million before the later of six months from closing of the acquisition of Mantra by ARMZ and January 31, 2012.
If Uranium One’s call option is partially exercised, ARMZ’s put option is only exercisable at the end of the 24 month term. The option to acquire the remaining 85% interest in Mantra (or 100% if the option is not partially exercised) remains subject to minority shareholder approval.
Uranium One and ARMZ remain committed to the joint strategy of creating a world-leading diversified uranium production company with high quality mines and development projects.
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