III news.
Imperial Metals Corp (2)
Symbol III
Shares Issued 30,202,571
Close 2006-12-21 C$ 11.89
Recent Sedar Documents
Imperial Metals offers $1.10 a share for bcMetals
2006-12-22 09:11 ET - News Release
Also News Release (C-C) bcMetals Corp
Mr. Brian Kynoch of Imperial reports
IMPERIAL REACHES AGREEMENT WITH BCMETALS TO MAKE BID
Imperial Metals Corp. has reached an agreement with bcMetals Corp. under which Imperial, through its wholly owned subsidiary Cat-Gold Corp., will make an all-cash offer to purchase all of the outstanding common shares, and out-of-the-money securities of bcMetals, for $1.10 per common share and two cents per out-of-the-money security.
The offer by Imperial represents a 69.4-per-cent premium over the closing price of bcMetals' common shares for the 20 active trading days prior to Imperial's previous unsolicited takeover bid for bcMetals announced on Sept. 8, 2006, and which was terminated on Nov. 8, 2006. The Imperial offer also represents a 4.8-per-cent premium over the highly conditional takeover bid for bcMetals made on Nov. 23, 2006, by a subsidiary of Taseko Mines Ltd., which expires at 4:30 p.m. PT on Friday, Dec. 29, 2006.
The board of directors of bcMetals has determined that the Imperial offer is fair to bcMetals' shareholders, and is in the best interest of bcMetals and its shareholders and accordingly, has recommended that shareholders of bcMetals accept Imperial's offer. The board of directors of bcMetals evaluated Imperial's offer with the assistance of Genuity Capital Markets, its financial adviser, and Capital West Partners. Capital West Partners has provided its oral opinion to the board of directors of bcMetals that the consideration to be received under the Imperial offer is fair, from a financial point of view, to shareholders of bcMetals, other than Imperial and its affiliates. bcMetals' board of directors has also determined to recommend that shareholders reject the offer by Taseko and a notice of change to its directors' circular to that effect will be mailed shortly.
Each of bcMetals' directors and officers has indicated their intention to tender their common shares and out-of-the-money securities to the Imperial offer.
Imperial has agreed to mail the offer and a board circular to bcMetals' shareholders as soon as reasonably practicable, and in no event later than Monday, Jan. 15, 2006. The offer will remain open for acceptance for no less than 35 days from the date of mailing. Completion of the offer is subject to certain conditions, including there having been deposited to the offer a number of common shares equal to the greater of:
66.66 per cent of the common shares outstanding at the expiration of the Imperial offer (on a fully diluted basis); and
a simple majority of the common shares outstanding at the expiration of the Imperial offer (on a fully diluted basis), excluding the common shares held by the Imperial and its affiliates immediately prior to the expiry of the offer.
The Imperial offer will also be subject to the master agreement dated Oct. 9, 2006, with Global International Jiangxi Copper Mining Co. Ltd. being terminated without material cost or obligation to bcMetals, other than the termination fee of $1-million (U.S.) payable to Global under that agreement.
Under the terms of a support agreement between Imperial and bcMetals, bcMetals has the right to consider superior proposals from other parties in certain circumstances, but Imperial has the right to match any such offers. The support agreement also provides for the payment of a cash break fee to Imperial by bcMetals of $1.8-million under certain circumstances if the offer is not completed.
Following a successful completion of the offer, Imperial intends and expects, but is not required, to take steps to acquire all remaining outstanding bcMetals common shares. Imperial currently owns 7,389,694 common shares, approximately 19.25 per cent of bcMetals