Teal....As Ank brought to our attention, Vale is more than willing to form 50:50 JV's and pay top dollar for robust projects in this environment. TL.t Teal mining just got bought out by them indirectly for a 400% premium over the closing price of the stock at the time of the deal.......
At this point I believe getting project permitting completed will have to happen before any deals will be struck with LGO. After that we could see something happen......
lurk
This was less than one month ago......
Proposed acquisition of TEAL Minorities and the formation of a joint venture with Vale
12/15/2008 10:13 PM - Canada NewsWire
TORONTO, Dec. 15, 2008 (Canada NewsWire via COMTEX News Network) --
TEAL Exploration & Mining Incorporated ("TEAL") has entered into a definitive agreement with African Rainbow Minerals Limited ("ARM") and Companhia Vale do Rio Doce ("Vale") relating to the proposed acquisition of all of the outstanding common shares of TEAL not already owned by ARM, pursuant to a court approved plan of arrangement (the "Arrangement") at a price of C$3.00 per common share.
The cash purchase price will be funded by way of an equity investment by Vale into the consolidated operations of TEAL.
TEAL has also been informed that concurrently with the Arrangement, ARM intends to form a 50:50 joint venture with Vale for the future development and operation of TEAL's assets. These assets include exploration and development programs for copper and cobalt in Zambia and the Democratic Republic of Congo, as well as a gold exploration program in Namibia. ARM currently holds approximately 65% of TEAL and proposes to establish this joint venture through a series of inter-conditional transaction steps.
The offer price represents a premium of: (i) 400% over the closing price, which was C$0.60, of the TEAL shares on the Toronto Stock Exchange ("TSX") on December 12, 2008; (ii) 831% over the 30-day volume weighted average price of the TEAL shares on the TSX for the period ended December 12, 2008; and (iii) 123% over the 120-day volume weighted average price of the TEAL shares on the TSX for the period ended December 12, 2008.
The Board of Directors of TEAL established a committee of directors independent of ARM (the "Independent Committee"), comprised of George Jones (Chair), Norman Hardie and Murray Hitzman, to evaluate the proposed transaction and make a recommendation to the TEAL Board of Directors. The Independent Committee retained CIBC World Markets as its independent financial advisor to prepare a formal valuation of TEAL's shares. CIBC World Markets established a valuation range of C$1.73 to C$3.06 per TEAL common share. CIBC World Markets also delivered an opinion to the Independent Committee that the consideration to be received by the shareholders of TEAL other than ARM (the "Minority Shareholders") pursuant to the Arrangement is fair, from a financial point of view, to the Minority Shareholders.
The Independent Committee unanimously recommended that the full Board of Directors approve the transaction, authorize TEAL to enter into the Arrangement Agreement, and recommend that the Minority Shareholders vote in favour of the Arrangement. Following the receipt of the recommendation of the Independent Committee, the Board of Directors of TEAL (other than certain directors abstaining due to their relationship with ARM) unanimously recommended that shareholders vote in favour of the Arrangement.
Completion of the transaction is subject to a number of conditions, including receipt of certain regulatory approvals, as well as approval at a meeting of the shareholders of TEAL by (i) two-thirds of the votes cast by holders of TEAL shares in attendance at the meeting by person or by proxy, and (ii) a majority of the votes cast by Minority Shareholders. The Arrangement is also subject to approval by the Supreme Court of the Yukon Territory at a hearing to consider the fairness of the Arrangement.
The Arrangement Agreement includes customary exclusivity and non-solicitation covenants and matching rights, and provides for the payment by TEAL to Vale of a break fee of approximately C$2.5 million in certain circumstances.
TEAL currently expects that the special meeting of shareholders to consider the Arrangement will be held in February 2009. Prior to the special meeting, TEAL will mail to all shareholders, before the end of January 2009, a management information circular containing further information about the proposed transaction, including the full text of the formal valuation referred to above. Shareholders are encouraged to review these documents in their entirety. If the Arrangement is approved at the special meeting of TEAL shareholders and all other conditions precedent to the Arrangement are satisfied or waived, as applicable, TEAL currently expects to complete the Arrangement prior to March 30, 2009.
Fasken Martineau DuMoulin LLP is acting as counsel to TEAL and McMillan LLP is acting as counsel to the Independent Committee in connection with the transaction.
NOTES:
INFORMATION ABOUT TEAL: TEAL is incorporated under the laws of the Yukon, Canada and its common shares are listed on the TSX and the JSE Limited ("JSE"). The common shares of the Corporation trade under the symbol "TL" on the TSX and "TEL" on the JSE. TEAL is a mineral development and exploration company with development projects and exploration areas in Namibia, Zambia, Mozambique and the DRC, and it also has a portfolio of base and precious metal development projects and complementary exploration areas. TEAL has targeted specific projects: the Konkola North Copper project in Zambia; the Otjikoto Gold Project in Namibia; and the Kalumines Copper-Cobalt Project in the DRC.
ADDITIONAL TEAL INFORMATION CAN BE FOUND AT: www.tealmining.com
INFORMATION ABOUT ARM: ARM is a niche, diversified South African mining company with excellent long-life, low cost operating assets in key commodities. An integral part of ARM's business is the forging of partnerships with major players in the resource sector, bringing to ARM access to markets and value-generating growth opportunities, while ARM's "We do it better" management style brings an entrepreneurial flair to the businesses it manages and is invested in. ARM in its current form was formed in May 2004, to explore, develop, operate and hold significant interests in the South African and African mining industry.
ADDITIONAL ARM INFORMATION CAN BE FOUND AT: www.arm.co.za
INFORMATION ABOUT VALE: Vale, headquartered in Brazil, is the second-largest metals and mining company in the world. Vale is the world's largest producer of iron ore and pellets, key raw materials for the steel industry, and one of the largest producers of nickel, which is used to produce stainless steel, batteries, special alloys, chemicals and other products. Vale also produces copper, manganese, ferroalloys, bauxite, alumina, aluminum, coal, cobalt, PGMs, among other raw materials important to the global industrial sector. Investment in the copper business is an important part of Vale's growth strategy. Vale already operates a copper mine in Brazil, Sossego, and has copper production associated with its nickel operations in Canada. It is currently developing copper projects in Salobo, in Brazil, and Tres Valles, in Chile, and is studying several initiatives that could enable Vale to reach an annual production capacity of one million metric tons over the next five to seven years.
<< ADDITIONAL VALE INFORMATION CAN BE FOUND AT: www.vale.com Caution Regarding Forward-Looking Statements >>
This press release does not constitute or form part of any offer to sell or invitation to purchase any securities or solicitation of an offer to buy any securities, pursuant to the Arrangement or otherwise.
This press release contains forward-looking statements with respect to the Arrangement and the transactions contemplated thereby, including the proposed business combination of TEAL and ARM, TEAL's financial condition, results of operations, business, prospects, plans, objectives, goals, strategies, future events, capital expenditures, and exploration and development efforts. Words such as "anticipates", "expects", "intends", "plans", "forecasts", "projects", "budgets", "believes", "seeks", "estimates", "could", "might", "should", and similar expressions identify forward-looking statements. These statements include comments regarding: operations and synergies of the combined entity, the establishment and estimates of mineral reserves and mineral resources, production, production commencement dates, production costs, grade, processing capacity, potential mine life, feasibility studies, development costs, capital and operating expenditures, exploration, and the closing of certain transactions including acquisitions.
Although TEAL believes that the plans, intentions and expectations reflected in these forward-looking statements are reasonable, TEAL cannot be certain that these plans, intentions or expectations will be achieved. Forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, of both a general and specific nature, that could cause actual results to differ materially from those suggested by the forward-looking statements or contribute to the possibility that predictions, forecasts or projections will prove to be materially inaccurate. These risks include, but are not limited to, the following: (a) a material and adverse change in the anticipated tax treatment of the Arrangement; (b) the inability of the Company to obtain: (i) all required regulatory approvals and necessary consents, (ii) approval of the Arrangement by the Supreme Court of the Yukon Territory, and (iii) approval of the Arrangement by the Minority Shareholders; (c) a failure by the Company to complete the necessary pre-Arrangement corporate reorganizations; (d) the occurrence of a material adverse change in regard to the Company or its business; and (e) the occurrence of any other event, change or other circumstances that could give rise to the termination of the Arrangement agreement, or the delay of consummation of the Arrangement or failure to complete the Arrangement for any other reason. TEAL disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. TEAL cautions that the list of risks and assumptions set forth or referred to above is not exhaustive.