Big Buy Out ----- Madagascar !Big Buy Out ----- Madagascar !
Cline is Worth More in a Buy out.
This will get Cline & Madagascar Market Focus
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Buy Out offer @ $4 per share For Pan African Mining ( Madagascar )
2008-04-14 - News Release
Mr. Irwin Olian reports
Pan African Mining Corp., Asia Thai Mining Co. Ltd. (ATM) and 0819615 B.C. Ltd., a wholly owned subsidiary of ATM, have entered into an agreement for the purchaser to offer to purchase all of the outstanding common shares of the company at the price of $4.00 cash per share and for the purchaser to also offer to purchase for cash all outstanding warrants and all outstanding options (vested and not yet vested) of the company for a price equal to the difference between $4.00 and the exercise price of the respective warrant or option.
Prior to the completion of the transaction, the company will establish a new entity (NewCo) and transfer to NewCo the following: (i) $2.5-million cash and (ii) all of the shares of the company's non-Madagascar subsidiaries, namely, PAM Botswana (Pty.) Ltd., PAM Minerals Namibia (Pty.) Ltd. and PAM Mocambique Limitada.
Subject to analysis of tax implications and any required approvals, the company plans to distribute the shares of NewCo to shareholders of the company as of a record date to be hereafter determined by way of spin off or similar mechanism.
The purchase price represents an 84.3-per-cent premium over the company's average closing price for the 20 preceding trading days on the TSX Venture Exchange. The transaction is anticipated to close on or about May 31, 2008, subject to obtaining necessary approvals and fulfilment of conditions of the transaction.
The structure of the transaction will be determined by mutual agreement after taking into consideration tax and other matters, and may be either a formal takeover bid, an amalgamation or plan of arrangement. If a formal bid is undertaken, it will be subject to there having been validly deposited and not withdrawn not less than 66-2/3 per cent of the shares of the company then outstanding. In the event of an amalgamation or plan of arrangement, it will be subject to the approval of at least 66-2/3 per cent of the votes present in person or by proxy at a special meeting of the shareholders of the company.
The formal documentation will include a preacquisition support agreement of the company confirming the support of the board of the company for the transaction and its agreement not to solicit any competing offers, a principal shareholder support agreement confirming the support of Irwin A. Olian for the transaction to be executed by April 15, 2008, and a lock-up agreement from directors and officers of the company.
The company has agreed to pay a break fee of $3-million in certain circumstances. In a separate transaction, the purchaser will be acquiring from Mr. Olian his approximate 1-per-cent interest in the company's Madagascar subsidiaries for a price which is economically equivalent to the $4.00 per share being paid for shares of the company.
The transaction is subject to the completion of due diligence and a number of other standard conditions, including all necessary regulatory and shareholder approvals. The purchaser has represented that the cash consideration payable to shareholders of the company is in place and accordingly there is no financing condition to closing of the transaction.
A special committee of the board of directors has been established to assist with this transaction. The special committee is chaired by Gregory Sparks, PEng, and also includes Benjamin Catalano and Dr. Edward Schiller. Dr. Peter Christopher acts as an adviser to the special committee. Mr. Sparks and Dr. Schiller and Dr. Christopher are all qualified persons within the meaning of NI 43-101.
According to Mr. Olian, chief executive officer of the company: "We view this transaction as highly beneficial to the shareholders of the company as it provides liquidity at a reasonable valuation to our shareholders in this most difficult of financial environments and a significant reward for their financial investments in the company. At the same time, ATM and its affiliates are highly experienced in mining operations and have access to the financial and technical resources that may be required to bring the Madagascar projects controlled by the company to fruition. Thus, the transaction is likely to enhance the prospects for successful commercial mining operations in the future in Madagascar, with strong benefits to the people and economy of Madagascar. This suggests the transaction will be a win-win for all concerned."
About Asia Thai Mining Co. Ltd.
Asia Thai Mining Co. Ltd. (ATM) is a holding company incorporated in Thailand. ATM, either directly or through affiliated companies, has extensive experience in the development and operation of mining interests, in particular in respect of coal mining interests. Through its subsidiaries, it is involved in the exploration and development of several coal mines in Indonesia. The company projects its coal production capacity will reach approximately four million tons by 2009. ATM forms part of a group of affiliated mining companies, including Saraburi Coal Co. Ltd. (SBCC). SBCC has been mining coal and tin in Thailand and other southeast Asian countries since 1998. In addition, SBCC has recently been awarded a nine-year, $500-million (U.S.) coal mining contract in Thailand from Electricity Generating Authority of Thailand and SBCC will start work in 2008. ATM is a private company with its registered address and principal place of business at 2034/132-161 New Petchburi Rd., Bangkapi, Huaykwang, Bangkok, Thailand.