Opta Minerals Commences Formal Take-Over Bid to Acquire WGI Heavy Minerals
WATERDOWN, ONTARIO and COEUR D'ALENE, IDAHO -- (Marketwire) -- 07/25/12 -- Opta Minerals Inc. ("Opta Minerals") (TSX: OPM)(TSX: OPM.WT) and WGI Heavy Minerals, Incorporated ("WGI") (TSX: WG) jointly announced today that Opta Minerals (OPMMF.PK) has formally commenced its offer to acquire all of the outstanding common shares of WGI for C$0.60 in cash per share (the "Offer").
The Offer is open for acceptance until 5:00 p.m. (Toronto time) on August 29, 2012, unless the Offer is extended or withdrawn.
The Offer price of C$0.60 per WGI common share represents a premium of 140% to the closing price of WGI common shares on the TSX on July 12, 2012 (the last trading day prior to the announcement of the Offer) and 114% to the volume weighted average price of WGI common shares on the TSX for the 20-day period ended July 12, 2012. The 52 week high for the WGI common shares on the TSX, as at July 13, 2012, was C$0.51 (on July 15, 2011).
The Board of Directors of WGI, upon the recommendation of its special committee after consultation with its legal advisors, has unanimously determined that the Offer is in the best interests of WGI and its shareholders and unanimously recommends that WGI shareholders tender their shares to the Offer. The recommendation of the Board of Directors of WGI is supported by a fairness opinion provided by MPA Morrison Park Advisors Inc. to the Special Committee of the Board of Directors of WGI.
All of the directors and officers of WGI and certain of its significant shareholders, collectively holding common shares and options to acquire common shares representing approximately 61.3% of the outstanding WGI common shares on a fully-diluted basis, have entered into lock-up agreements with Opta Minerals, pursuant to which they have agreed to tender to the Offer all of the WGI common shares held by them (including common shares issuable upon exercise of options).
The Offer is subject to certain customary conditions, including there being deposited under the Offer and not withdrawn at the expiry time of the Offer such number of WGI common shares that represents at least 66 2/3% of the outstanding WGI common shares calculated on a fully-diluted basis.
The formal offer to purchase and take-over bid circular and the related letter of transmittal and notice of guaranteed delivery (collectively, the "Offer Documents"), containing the terms and conditions of the Offer and instructions for tendering WGI shares, together with the WGI's directors' circular, have been mailed to WGI shareholders and filed with applicable securities regulators and are available on SEDAR at www.sedar.com under WGI's profile.
The depositary for the Offer is Computershare Investor Services Inc. (the "Depositary"). Questions and requests for assistance, including assistance with respect to tendering your WGI shares to the Offer, or requests for additional copies of the Offer Documents, may be directed to the Depositary by telephone (toll-free in North America) at 1-800-564-6253 or by e-mail at firstname.lastname@example.org.
This press release does not constitute an offer or a solicitation to any person in any jurisdiction in which such offer or solicitation is unlawful. The Offer is not being made to, nor will deposits be accepted from or on behalf of, holders of shares of WGI in any jurisdiction in which the making or acceptance of the Offer would not be in compliance with the laws of such jurisdiction. However, Opta Minerals may, in Opta Minerals' sole discretion, take such action as Opta Minerals may deem necessary to extend the Offer to WGI shareholders in any such jurisdiction.
About Opta Minerals
Opta Minerals is a vertically integrated provider of custom process optimization solutions and related materials for use primarily in the steel, foundry, loose abrasive cleaning and municipal water filtration industries. The company currently has production and distribution facilities in Ontario, Quebec, Saskatchewan, Louisiana, South Carolina, Virginia, Maryland, Indiana, Michigan, New York, Texas, Florida, Ohio, Kosice, Slovakia, and Romans-sur-Isere, France and has one of the broadest product lines in the industry.
About WGI Heavy Minerals
The principal business of WGI is the processing and sale of industrial abrasive minerals and the sourcing, assembly and sale of ultra-high pressure waterjet cutting machine replacement parts and components. The company, through its subsidiaries, markets and sells abrasive products and services and waterjet replacement parts globally.
Contacts: Opta Minerals Inc. David Kruse President and Chief Executive Officer 905-689-7361 Opta Minerals Inc. Peter Fryters Chief Financial Officer 905-689-7361 email@example.com www.optaminerals.com WGI Heavy Minerals, Incorporated Greg Emerson President and Chief Executive Officer 208-770-2202 firstname.lastname@example.org www.wgiheavyminerals.com
Source: Opta Minerals Inc.