RE:RE:Background Information - Excerpt from the Circular pg. 45Correct, this deal started back in January 2013 when Dev almost gave away Fission's 50% share in PLS to Denision for even way less than he is now.
Dev and Lundin had a handshake deal for DML to takeout FIS that included PLS... then the drill hit....
Lundin let Dev save face and spin out PLS into FCU as long as Dev agreed to give it up for pennies on the dollar once further developed. This way Lukas still get's his asset while Dev get's a fat bonus, cushy salary, and a little less egg on his face than he would've gotten in January 2013.
FCU shareholders of course get a kick in the nut$.
All speculation on my part, but it just makes way too much sense looking back now.
TORONTO, ONTARIO--(Marketwire - Jan. 16, 2013) - Denison Mines Corp. (TSX:DML)(NYSE MKT:DNN) (NYSE Amex:DNN) ("Denison") is pleased to announce the signing of a Binding Letter of Intent (the "Binding LOI") pursuant to which Denison will acquire a portfolio of uranium exploration projects from Fission Energy Corp. ("Fission") including Fission's 60% interest in the Waterbury Lake uranium project, as well as Fission's exploration interests in all other properties in the eastern part of the Athabasca Basin, its interests in two joint ventures in Namibia plus its assets in Quebec and Nunavut (together, the "Assets"). Under the terms of the Binding LOI, Denison has agreed to offer shareholders of Fission 0.355 shares of Denison for each share of Fission held, conditional upon, among other things, certain assets of Fission being spun out to a new company ("NewCo") to be held pro rata by current Fission shareholders (collectively, the "Transaction"). NewCo assets will include, among others, a 50% interest in the Patterson Lake South ("PLS") property located in the western Athabasca Basin. The Transaction values the Assets at approximately $70 million based on the closing price of Denison as of January 15, 2013. Upon completion of the Transaction, shareholders of Fission will own approximately 11% of Denison.
The board of directors of Fission, following consultation with its financial and legal advisors, has approved the Transaction and recommends that Fission shareholders vote in favour of the Transaction. Fission's board of directors has received a verbal opinion from Dundee Capital Markets that the consideration pursuant to the Transaction is fair, from a financial point of view, to Fission shareholders.
"This transaction further satisfies our corporate objective to become the leading explorer in the Athabasca Basin through continued growth and consolidation of strategically located assets," commented Ron Hochstein, President, CEO and Director of Denison. "The acquisition of Waterbury will allow Denison to expand its exploration efforts in the area of our Midwest uranium deposits with a significantly enhanced land package."
"We are very pleased to have reached an agreement with Denison in which Fission will now be able to focus its attention on the highly prospective Patterson Lake South discovery, while allowing shareholders continued exposure to future exploration success at Waterbury, as well as Denison's other assets, such as Wheeler River" said Dev Randhawa, Chairman of Fission.
letsgetready wrote: Done over a weekend? I don't think so. LOOKS LIKE THE INTENT WAS THERE A LONG TIME AGO TO BE TAKEN OVER BY DML
quakes99 wrote:
Background to the Arrangement
The Arrangement Agreement is the result of arm’s length negotiations among representatives
and legal and financial advisors of Denison and Fission. The following is a summary of the
background to the execution by Fission of the Arrangement Agreement.
In April 2013, Denison completed the acquisition of Fission Energy Corp. (“Fission Energy”),
with Fission Energy spinning out certain assets into a newly-formed publicly traded company
(being Fission), by way of a plan of arrangement. Pursuant to this arrangement, Fission Energy
shareholders received 0.355 of a Denison Share, a nominal cash payment of $0.0001 and one
common share of the newly-formed publicly traded company (being Fission). Pursuant to this
transaction, Denison acquired a portfolio of uranium exploration projects including Fission
Energy’s 60% interest in the Waterbury Lake uranium project, as well as Fission Energy’s
exploration interest in all other properties in the eastern part of the Athabasca Basin, its
interests in two joint ventures in Namibia, plus its assets in Quebec and Nunavut. The assets of Fission consisted of the remaining assets of Fission Energy, being primarily the 50% interest in the PLS Property.
Following completion of the previous transaction with Fission Energy and Fission, senior
management of Denison and Fission engaged in periodic high level discussion regarding their respective businesses and operations. In December 2013 and January 2014, these discussions advanced to the point that Denison and Fission executed a confidentiality agreement dated January 6, 2014 pursuant to which Fission agreed to make certain information available to Denison in light of Denison’s consideration of a potential mutually acceptable negotiated transaction. Thereafter, the parties completed high level technical due diligence of each other’s material assets. On account of general market conditions and also the desire of each company to continue to separately progress their respective properties being Denison’s Wheeler River Project and Fission’s PLS Property, the parties determined to discontinue discussions in respect of a possible business transaction. Periodically starting early in 2015, the parties were again engaged in high-level discussions regarding a potential business combination transaction, however for various reasons discussions were discontinued.
On June 22, 2014, the Fission Board entered into a financial advisor engagement agreement
with BMO and Dundee pursuant to which BMO and Dundee were engaged as financial advisors to, among other things, assist Fission with an evaluation of its strategic alternatives.
From June 24, 2015 to June 29, 2015, senior management of Denison and Fission engaged in discussions regarding a potential business combination between Denison and Fission. On June 29, 2015, Denison and Fission entered into a confidentiality agreement with respect to the provision of certain non-public information from one party to the other in connection with a
potential business combination.
During the week of June 29, 2015, senior management of Denison and Fission together with
their legal and certain financial advisors met to negotiate the terms of the proposed business
combination. It was subsequently agreed that the business combination would be effected by
way of a statutory plan of arrangement pursuant to Section 192 of the CBCA and various terms
of the transaction were negotiated and agreed in principal.
On June 30, 2015, counsel to Denison circulated a first draft of the Letter Agreement to
Fission’s counsel in respect of a proposed arrangement. From July 1, 2015 until July 6, 2015,
Fission and Denison, together with their respective legal and financial advisors, negotiated the
Letter Agreement in respect of the proposed arrangement as well as the form of Denison Voting Agreements and Fission Voting Agreements.
On July 3, 2015, the Fission Board met with its legal advisors to discuss the terms of the
proposed transaction and to approve the formation of the Special Committee to consider the
Arrangement. During the course of its review of the proposed transaction, the Special
Committee met a total of 3 times between July 3, 2015 and July 27, 2015. Each member of the
Special Committee was in attendance at each meeting. The Special Committee was advised of its legal and fiduciary duties and obligations in connection with its review of the proposed
transaction by its legal counsel, Blake, Cassels & Graydon LLP.
On July 6, 2015, the Fission Board entered into a transaction specific engagement agreement
with BMO and Dundee. Under the terms of the July 6, 2015 engagement agreement, Dundee
agreed to provide financial advisory services to Fission, including an independent opinion as to
the fairness from a financial point of view of the Consideration to be received by Fission
Shareholders under the Arrangement, and BMO agreed to provide strategic advisory services to Fission.
In the afternoon of July 6, 2015, the Fission Special Committee met to review with its legal
counsel the terms of the draft Letter Agreement and to hear the views of the Fission Financial
Advisor regarding the fairness of the Arrangement and also to hear the views of the Fission
Strategic Advisor. During the meeting Dundee provided its opinion regarding the terms of the
transaction, opining that the Consideration to be received by Fission Shareholders pursuant to
the Arrangement was fair, from a financial point of view, to Fission Shareholders.
After careful consideration, including a thorough review of the transaction, the verbal opinion of
Dundee as to the fairness of the transaction, as well as a thorough review of other matters,
including matters discussed with respect to the Letter Agreement, and taking into account the
best interests of Fission and the impact on Fission stakeholders, and consultation with its
financial, strategic and legal advisors, the Special Committee unanimously concluded that (a)
the opinion of Dundee be accepted; and (b) the transaction and the entering into of the Letter
Agreement were in the best interests of Fission. The Special Committee then unanimously
resolved that it recommend to the Fission Board that the Fission Board (a) determine that the
transaction and the Letter Agreement are in the best interests of Fission; (b) approve the
entering into of the Letter Agreement; and (c) recommend that the Fission Shareholders vote in
favour of the transaction.
Following the meeting of the Special Committee, the Fission Board met to receive the report of
the Special Committee and advice from its legal and financial advisors. At the meeting the
Fission Board (a) determined that the transaction and the Letter Agreement are in the best
interests of Fission, (b) approved the entering into of the Letter Agreement and (c) resolved
unanimously to approve the transaction and to recommend that Fission Shareholders vote in
favour of the Arrangement.
The Letter Agreement was executed on July 6, 2015 and the terms of the transaction were
announced in a joint press release issued by Denison and Fission following the close of trading on the TSX on July 6, 2015.
On July 14, 2015, counsel to Denison circulated a first draft of the Arrangement Agreement to
Fission and its legal counsel for their review and comment. From July 14, 2015 up to and
including July 27, 2015, certain members of Denison management and Fission, together with their respective legal and financial advisors, negotiated and finalized the Arrangement Agreement, the Denison Disclosure Letter and the Fission Disclosure Letter.
On July 27, 2015, immediately prior to the execution of the Arrangement Agreement, each of
the Special Committee and the Fission Board met to approve the Arrangement Agreement and
to reaffirm their unanimous recommendation that the Fission Shareholders vote in favour of the
Arrangement Resolution. The Arrangement Agreement was executed by the Parties in the late
evening of July 27, 2015. The execution of the Arrangement Agreement was announced in a
joint press release issued by Denison and Fission prior to the open of trading on the TSX on
July 28, 2015.