SunOpta Announces Opta Minerals' Acquisition of 94% of the Outstanding Common Shares of WGI Heavy Minerals and Plans for Compulsory Acquisition of Remaining Shares
TORONTO, Aug. 30, 2012 (GLOBE NEWSWIRE) -- SunOpta Inc. ("SunOpta (STKL) or "the Company") (Nasdaq:STKL) (TSX:SOY) today announced that as of 5:00 p.m. (Toronto time) on August 29, 2012, 22,281,816 common shares of WGI Heavy Minerals, Incorporated ("WGI"), representing approximately 94.0% of the issued and outstanding common shares of WGI on a fully-diluted basis, had been validly deposited to the previously announced offer by Opta Minerals Inc. ("Opta") (TSX:OPM) to acquire all of the outstanding common shares of WGI for C$0.60 cash per share (the "Offer"). Opta has determined that all of the conditions to the Offer have been satisfied and Opta has taken up all such deposited shares and will pay for all such shares on or prior to September 4, 2012.
As the Offer was accepted by holders of more than 90% of the issued and outstanding WGI common shares, Opta intends to exercise its rights under the compulsory acquisition provisions of the Business Corporations Act (British Columbia) to acquire all of the outstanding WGI common shares not tendered to the Offer. Upon completion of the compulsory acquisition, Opta Minerals intends to take the necessary steps to delist the WGI common shares from the Toronto Stock Exchange and to apply to have WGI cease to be a reporting issuer in all applicable Canadian jurisdictions.
WGI sources, processes and markets industrial abrasive minerals, primarily garnet. WGI also sources, assembles and sells ultra-high pressure waterjet cutting machine replacement parts and components. In their most recent fiscal year WGI realized revenues of C$37.8 million. The product portfolio and global geographic reach of the WGI business is expected to be a good fit with Opta, and is also expected to generate efficiencies and synergies as the capabilities of the organizations are leveraged.
Steve Bromley, CEO of SunOpta commented, "We are pleased that Opta has received the required number of shares to complete the acquisition of WGI. We believe this transaction will further expand Opta's product offering and geographic reach, positioning Opta as a key global player in industrial minerals and further enhancing shareholder value."
About SunOpta Inc.
SunOpta Inc. is a leading global company focused on natural, organic and specialty foods products. The company specializes in sourcing, processing and packaging of natural and organic food products, integrated from seed through packaged products; with a focus on strategically vertically integrated business models. The Company's core natural and organic food operations focus on value-added grains, fiber and fruit based product offerings, supported by a global infrastructure. The company has two non-core holdings, a 66.2% ownership position in Opta Minerals Inc., listed on the Toronto Stock Exchange, a producer, distributor, and recycler of environmentally friendly industrial materials; and a minority ownership position in Mascoma Corporation, an innovative biofuels company.
The SunOpta Inc. logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=3958
About Opta Minerals Inc.
Opta Minerals Inc 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, Québec, Saskatchewan, Louisiana, South Carolina, Virginia, Maryland, Indiana, Michigan, New York, Texas, Florida, Ohio, Kosice, Slovakia, and Romans-sur-Isère, France and one of the broadest product lines in the industry.
Forward Looking Statements
Certain statements included in this press release may be considered "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities legislation. These forward-looking statements include, but are not limited to, statements regarding the timing of payment and the consideration to be paid by Opta for WGI common shares deposited pursuant to the Offer, the acquisition by Opta of WGI common shares not deposited prior to the expiry of the Offer pursuant to a compulsory acquisition transaction and Opta's intention to take the necessary steps to delist the WGI common shares from the Toronto Stock Exchange and to apply to have WGI cease to be a reporting issuer in all applicable Canadian jurisdictions. Words such as "may", "would", "could", "should", "will", "anticipate", "believe", "plan", "expect", "intend", "potential" and similar expressions may be used to identify these forward-looking statements although not all forward-looking statements contain such words .
Forward-looking statements are based on information available to the Company on the date of this release and are based on estimates and assumptions made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments as well as other factors the Company believes are appropriate in the circumstances. Whether actual timing and results will be consistent with expectations and predications of the Company is subject to many risks and uncertainties that could cause actual results to differ materially from the Company's expectations and predictions, including risks associated with the Offer and acquisitions generally, such as: completion of the WGI acquisition by Opta may be more costly than expected; the inability of Opta to successfully integrate the businesses of WGI; the inability of Opta to achieve the anticipated benefits from the acquisition or it may take longer than expected to achieve those benefits; and the risk of unexpected costs or liabilities relating to the acquisition. Other risks include: the impact of general economic conditions; industry conditions; currency fluctuations; risks associated with foreign operations; governmental and environmental regulation; competition from other industry participants; cancellations of or the failure to renew purchase orders; production and delivery issues; quality, pricing and availability of raw materials; mining risks; and the other risks identified in the "Risk Factors" section of Opta's Annual Information Form and its management's discussion and analysis for the six-month period ended June 30, 2012 and the "Risk Factors" section of WGI's Annual Information Form and its management's discussion and analysis for the six-month period ended June 30, 2012 (copies of which, in each case, may be obtained at www.sedar.com) should be considered. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results, performance or achievements may vary materially from those expressed or implied by this press release. These factors should be considered carefully and reader should not place undue reliance on the forward-looking statements. These forward-looking statements are made as of the date of this press release and, other than as required by law, the Company assumes no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise.
CONTACT: SunOpta Inc. Steve Bromley, CEO Rob McKeracher, Vice President & CFO John Dietrich, Vice President, Corporate Development Susan Wiekenkamp, Information Officer Tel: 905-455-2528, ext 103 firstname.lastname@example.org Website: www.sunopta.com
Source: SunOpta Inc. 2012 GlobeNewswire, Inc.