Fission Uranium Makes Proposal to Alpha to Acquire Alpha Shares ...
believes that shareholders of Alpha Minerals Inc. ("Alpha") should be made aware that, on August 23, 2013, Fission made the following proposal (the "Proposal") to acquire all of the issued and outstanding common shares of Alpha (the "Alpha Shares") by way of share transaction to Alpha's Board of Directors (the "Transaction"):
-- an Alpha shareholder would receive, in exchange for each of their Alpha Shares, 5.3 common shares of Fission ("Fission Shares"), representing a price of $7.26 per Alpha Share based on Fission's closing price on the TSX Venture Exchange on August 23, 2013; and -- Alpha would have the opportunity to appoint two members to the Board of Directors of Fission.
In making the Proposal, the Board of Directors of Fission and financial advisors took into consideration, a number of factors, including without limitation and in no particular order, the following:
-- exchanging Alpha Shares for Fission Shares would consolidate 100% of the Patterson Lake South project ("PLS") into one unified company and send a strong message to the market that the future for the PLS discovery is very promising; -- the current 50:50 ownership is sub-optimal from both a development and value maximizing perspective. Future development of the consolidated PLS will streamline decision-making and allow for execution in an efficient manner; -- some investors have pointed out that the current structure represents a built in 'poison pill' on PLS; however, we believe it has outlived its usefulness and, given the strength of the results, actually leaves both parties exposed to not trading with the proper premium, given that neither company has control of PLS. Further while we believe Fission is the only logical buyer for Alpha, the combined company could represent an attractive take-over target for a buyer seeking to acquire 100% control of the PLS project; -- Alpha Shares have been trading at a discount to Fission Shares; as much as 13% over the previous five trading days on TSX Venture Exchange; -- the larger public float of a combined company will benefit both sets of shareholders, in particular by increasing liquidity for the shareholders of Alpha. The trading volume of Fission has been consistently and significantly greater than the dollar volume of Alpha; -- cost savings can be realized through the consolidation of Fission and Alpha; and -- several stakeholders, including some of Fission's and Alpha's largest shareholders, have independently expressed support for a consolidation of PLS within Fission.
Our Proposal expired at 5:00 p.m. (Toronto time) on August 25, 2013 and to this point Alpha has not engaged with us in meaningful discussions. Fission wants Alpha's shareholders to be aware that the Proposal was made. If Alpha continues to refuse to engage with Fission on the Proposal, Fission will consider making a formal offer directly to Alpha's shareholders. Further details concerning any such offer will be made available at the time such an offer is made. Any offer, including the Proposal, will be subject to typical conditions being met including without limitation the receipt of all necessary regulatory, shareholder and court approvals.
This news release does not constitute an offer to buy or an invitation to sell, or the solicitation of an offer to buy or invitation to sell, any securities of Fission or Alpha. Such an offer may only be made pursuant to an offer and takeover bid circular filed with the securities regulatory authorities in Canada and any securities issued in such transaction will be registered under the United States Securities Act of 1933, as amended, or issued pursuant to an exemption therefrom. Investors and shareholders of Alpha are urged to read any such documents filed with the United States Securities and Exchange Commission, or the securities regulatory authorities in Canada, carefully and in their entirety if and when they become available. Such documents would be available free of charge through the website maintained by the Canadian securities regulatory authorities at www.sedar.com and by the SEC at www.sec.gov or by calling the SEC at telephone number 800-SEC-0330.
Dundee Capital Markets Inc. is acting as financial advisor to Fission in connection with the proposed takeover offer and Blake, Cassels & Graydon LLP is acting as Fission's legal counsel.