Will ours go through this quick? Allana Shareholders Approve Acquisition by Israel Chemicals Ltd.
TORONTO, ONTARIO--(Marketwired - June 15, 2015) - Allana Potash Corp. (TSX:AAA)(OTCQX:ALLRF) ("Allana" or the "Company") is pleased to announce that at a special meeting (the "Meeting") of the shareholders and optionholders (collectively, the "Securityholders") of the Company held on June 15, 2015, the Securityholders approved the previously announced acquisition by Israel Chemicals Ltd. ("ICL") of all of the outstanding common shares of Allana (the "Allana Shares") by way of a plan of arrangement (the "Arrangement").
The Arrangement was approved by the affirmative vote of approximately (i) 96% of the votes cast by Securityholders, present in person or represented by proxy at the Meeting; and (ii) 90% of the votes cast by shareholders of the Company (the "Allana Shareholders"), excluding votes cast in respect of Allana Shares over which Farhad Abasov, the President, CEO and a director of the Company, Liberty Minerals & Mining Holdings, LLC ("LLM") and ICL, and their affiliates and joint actors, exercise control or direction. On April 24, 2015, Allana obtained an interim order of the Superior Court of Justice Ontario (Commercial List) under the Business Corporations Act (Ontario) in connection with the Arrangement. Allana is scheduled to return to court on June 19, 2015 to seek a final order to implement the Arrangement. The completion of the Arrangement remains subject to certain other conditions and is expected to be completed on or about June 22, 2015.
Under the terms of the Arrangement, (i) Allana Shareholders, other than LMM, will receive consideration equal to $0.50 in cash per Allana Share exchanged, and LMM will receive the equivalent consideration of $0.50 in ordinary shares of ICL for each Allana Share exchanged; (ii) optionholders of the Company holding Allana options (the "Allana Options") with an exercise price of less than $0.50 (the "Option Consideration") immediately prior to the effective time of the Arrangement (the "Effective Time") will be entitled to receive an amount equal to the difference between the Option Consideration and the exercise price, and such Allana Options will be cancelled at the Effective Time; and (iii) all other Allana Options will be cancelled at the Effective Time, without any payment in respect thereof.