Freewest Announces Increase in Purchase Price to C$1.00 Per Share for Acquisition by Cliffs Natural Resources Inc.
10 Dicembre 2009 - 2:30PM
Marketwired
The Board of Directors of Freewest Resources Canada Inc. (TSX
VENTURE: FWR) is pleased to announce that Freewest and Cliffs
Natural Resources Inc. (NYSE: CLF)(PARIS: CLF) have further amended
their previously-announced Arrangement Agreement. Under the amended
Arrangement Agreement, Cliffs will acquire all of the shares of
Freewest in a Board-supported transaction at a price of C$1.00 per
Freewest share, placing a value on Freewest of approximately C$240
million. Under the terms of the amended Arrangement Agreement,
Freewest shareholders will receive a fraction of a Cliffs share
representing a fixed value of C$1.00 for each Freewest share. All
of the other terms of the Arrangement Agreement remain unchanged.
"We are very pleased to announce this amended agreement with
Cliffs", said Mackenzie I. Watson, President and Chief Executive
Officer of Freewest. "The purchase price has increased from an
estimated C$0.70 per share, the value offered by Cliffs under the
original terms of the Arrangement Agreement, to a firm C$1.00 per
share. We believe this transaction is clearly superior to the
amended offer made by Noront, comprised of uncertain value in the
form of Noront shares and warrants. As I stated before, the Cliffs
transaction will provide Freewest shareholders with highly-liquid
shares in a company with a market capitalization in excess of US$6
billion."
In addition, Cliffs has notified Freewest that should Noront
become the registered owner of more than 12.5% of the currently
issued and outstanding common shares of Freewest as a result of its
unsolicited take-over bid, Cliffs will make a take-over bid for all
of the issued and outstanding common shares of Freewest for cash
consideration of C$1.00 per share. Under the take-over bid, if
made, Cliffs would acquire any and all Freewest shares tendered,
with no minimum tender condition. If Noront acquires less than
12.5% of Freewest's shares, Cliffs will proceed with the
Arrangement at the new price of C$1.00 per share.
Cliffs has advised Freewest that it is taking this approach so
as to guarantee Freewest shareholders that they can reject Noront's
inferior take-over bid and receive C$1.00 per share in fixed and
certain consideration from Cliffs.
Both the amended Arrangement with Cliffs and, if made, the
take-over bid by Cliffs, have the unanimous support of a Special
Committee of the Board of Directors of Freewest, and of the entire
Board.
Freewest's Board of Directors unanimously recommends that
Freewest shareholders approve the Arrangement with Cliffs, as
amended, at a special meeting of shareholders to be held on January
15, 2010. The Board of Directors recommends that Freewest
shareholders REJECT the hostile take-over bid made by Noront on
October 13, 2009, as amended on December 1, 2009, and NOT tender
their shares to the Noront offer, which will expire on December 11,
2009.
About Freewest
Freewest is a mineral exploration company actively exploring for
gold, base-metals and chromite within eastern Canada. Corporate
information can be accessed on the Internet at www.freewest.com.
Freewest's shares are listed on Tier 1 of the TSX Venture Exchange
under the symbol FWR.
About Cliffs Natural Resources Inc.
Cliffs Natural Resources (NYSE: CLF)(PARIS: CLF) is an
international mining and natural resources company. It is the
largest producer of iron ore pellets in North America, a major
supplier of direct-shipping lump and fines iron ore out of
Australia and a significant producer of metallurgical coal. With
core values of environmental and capital stewardship, Cliffs'
colleagues across the globe endeavor to provide all stakeholders
operating and financial transparency as embodied in the Global
Reporting Initiative (GRI) framework. Cliffs is organized through
three geographic business units:
The North American business unit is comprised of six iron ore
mines owned or managed in Michigan, Minnesota and Eastern Canada,
and two coking coal mining complexes located in West Virginia and
Alabama. The Asia Pacific business unit is comprised of two iron
ore mining complexes in Western Australia and a 45% economic
interest in a coking and thermal coal mine in Queensland,
Australia. The South American business unit includes a 30% interest
in the Amapa Project, an iron ore project in the state of Amapa in
Brazil.
Over recent years, Cliffs has been executing a strategy designed
to achieve scale in the mining industry and focused on serving the
world's largest and fastest growing steel markets.
Georgeson Inc. is acting as Freewest's solicitation agent in
connection with this transaction. Georgeson may be contacted as
follows:
Georgeson
100 University Avenue
11th Floor, South Tower
Toronto, Ontario
M5J 2Y1
North American Toll Free Number: 1-866- 433-7579
Banks and Brokers Collect Number: 1-212-806-6859
Forward-Looking Statements
This news release contains statements that constitute
"forward-looking information" or "forward-looking statements"
within the meaning of applicable securities legislation. More
particularly, this news release contains forward-looking
information concerning a Plan of Arrangement involving Freewest
Resources Canada Inc. and Cliffs Natural Resources Inc. This
forward-looking information is subject to numerous risks and
uncertainties, certain of which are beyond the control of Freewest.
Actual results or achievements may differ materially from those
expressed in, or implied by, this forward-looking information. No
assurance can be given that any events anticipated by the
forward-looking information will transpire or occur, or if any of
them do so, what benefits that Freewest will derive therefrom. In
particular, no assurance can be given as to whether the plan of
arrangement with Cliffs Natural Resources Inc. will be completed.
Forward-looking information is based on the estimates and opinions
of Freewest's management at the time the information is released
and Freewest does not undertake any obligation to update publicly
or to revise any of the forward-looking statements, whether as a
result of new information, future events or otherwise, except as
may be required by applicable securities laws.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Contacts: Freewest Resources Canada Inc. Mackenzie I. Watson
President and CEO (514) 878-3551 or 1-888-878-3551 (514) 878-4427
(FAX) Email: info@freewest.com Website: www.freewest.com
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