News RE: buyout 1/31/2012 8:59:00 AM - News Release
Mr. David Baker reports
JILIN JIEN OFFER AND GOLDBROOK DIRECTORS' CIRCULAR RECOMMENDING TENDER TO BE MAILED FEBRUARY 3, 2012
Goldbrook Ventures Inc. and Jilin Jien Nickel Industry Co. Ltd. have agreed to extend to February 3, 2012 the date by which Jilin Jien must, through a wholly-owned subsidiary, mail the Offer (as defined below) and the accompanying take-over bid circular (the "Take-Over Bid Circular") to Goldbrook securityholders. The extension will facilitate the concurrent mailing of the Offer, the Take-Over Bid Circular and the directors' circular of the Company (together, the "Circulars") recommending the bid to Goldbrook securityholders. The expiry time of the Offer will be 5:00 p.m. (Vancouver time) on March 12, 2012.
The Circulars will also be filed on SEDAR on February 3, 2012.
As announced by the Company on January 20, 2012, Jilin Jien has agreed, subject to the terms and conditions of the Take-Over Bid Circular, to make an offer, through a wholly-owned subsidiary, to acquire all of the outstanding common shares of the Company (the "Common Shares") for C
.39 per Common Share, all of the outstanding common share purchase warrants to acquire Common Shares with an exercise price of C
.25 (the "
.25 Warrants") at a price of C
.14 in cash per C
.25 Warrant, and all of the outstanding common share purchase warrants to acquire Common Shares with an exercise price of
.35 (the "
.35 Warrants" and together with the
.25 Warrants, the "Warrants") at a price of C
.04 in cash per
.35 Warrant (the "Offer"). The value of the transaction is approximately C$100 million on a fully-diluted basis.
The Offer represents a premium of approximately 59% to Goldbrook's closing share price of C
.245 on the TSX Venture Exchange ("TSX-V") on January 19, 2012 and a premium of approximately 69% to Goldbrook's volume weighted average price of C
.222 on the TSX-V for the 20 trading days prior to the announcement of the Offer.
Recommendation from Board of Directors of the Company to Tender
After receiving a recommendation from the Special Committee and after consulting its legal and financial advisors, the Board of Directors of the Company has determined that the Offer is fair and in the best interests of Goldbrook and its securityholders (other than Jilin Jien and its affiliates) and accordingly, unanimously recommends that Goldbrook securityholders tender their Common Shares and Warrants to the Offer.
We seek Safe Harbor.