MONTREAL, Dec. 21, 2012 /CNW Telbec/ - 5N Plus Inc. (TSX: VNP) (the "Company"), the leading producer of specialty metal
and chemical products, filed today its Answer to the request for
arbitration (the "Answer") filed on November 6, 2012 by Florinvest SA,
Heresford Ltd, Metals Corp SCRC and SRIW SA (the "Vendors") which are
all former shareholders of MCP Group SA ("MCP").
5N Plus acquired 100% of MCP on April 11, 2011 from the Vendors and
other former shareholders of MCP (see news release dated April 11,
2011).
Background
On November 6, 2012, the Vendors filed a request for arbitration (the
"Arbitration") against the Company, claiming that it misinterpreted the
terms of the Acquisition Agreement entered into with them on February
26, 2011 with respect to the calculation of interests owed on the sums
payable after closing.
The Answer to the request
The Company opposes the position taken by the Vendors with respect to
the method of calculating interest.
Together with the Answer, 5N Plus Inc. has also filed today a
counterclaim in the Arbitration, as it has discovered that the Vendors
have breached the terms of the Acquisition Agreement, and certain other
related agreements, including breaches with respect to representations
and warranties made by the Vendors and breaches of closing conditions.
The Company and MCP have also sent today notices of default to the
former directors of MCP holding them personally liable for any and all
damages caused by any faults or tortuous acts committed by them acting
as directors of MCP or in any other capacity.
The total amount of damages which the Company has incurred to date is
provisionally estimated at an amount which is significantly higher than
the balance of the sums allegedly owed under the terms of the
Acquisition Agreement and other related documents.
Furthermore, the Company intends to be fully indemnified by the Vendors
and the former directors of MCP for any damage in excess of the balance
of the sums owed under the terms of the Acquisition Agreement and other
related documents. Thus, the Company has no intention of making any
payments under the balance of the sums owed under the terms of the
Acquisition Agreement and other related documents until the Arbitration
and any other judicial proceedings are resolved.
About 5N Plus Inc.
5N Plus is the leading producer of specialty metal and chemical
products. Fully integrated with closed-loop recycling facilities, the
Company is headquartered in Montreal, Québec, Canada and operates
manufacturing facilities and sales offices in several locations in
Europe, the Americas and Asia. 5N Plus deploys a range of proprietary
and proven technologies to produce products which are used in a number
of advanced pharmaceutical, electronic and industrial applications.
Typical products include purified metals such as bismuth, gallium,
germanium, indium, selenium and tellurium, inorganic chemicals based on
such metals and compound semiconductor wafers. Many of these are
critical precursors and key enablers in markets such as solar,
light-emitting diodes and eco-friendly materials.
Forward-Looking Statements and Disclaimer
This press release may contain forward-looking information within the
meaning of applicable securities laws. All information and statements
other than statements of historical facts contained in this press
release are forward-looking information. Such statements and
information may be identified by words such as "about",
"approximately", "may", "believes", "expects", "will", "intends",
"should", "plans", "predicts", "potential", "projects", "anticipates",
"estimates", "continues" or similar words or the negative thereof or
other comparable terminology. Forward-looking statements are based on
the best estimates available to 5N Plus at this time and involve known
and unknown risks, uncertainties and other factors that may cause
5N Plus' actual results, performance or achievements to be materially
different from any future results, performance or achievements
expressed or implied by such forward-looking statements. A description
of the risks affecting 5N Plus' business and activities appears under
the heading "Risks and Uncertainties" in Management's Discussion and
Analysis for the fiscal year ended December 31, 2011 available on SEDAR
at www.sedar.com. No assurance can be given that any events anticipated
by the forward-looking information in this press release will transpire
or occur, or if any of them do so, what benefits that 5N Plus will
derive there from. In particular, no assurance can be given as to the
future financial performance of 5N Plus. The forward-looking
information contained in this press release is made as of the date
hereof and 5N Plus undertakes no obligation to publicly update such
forward-looking information to reflect new information, subsequent or
otherwise, unless required by applicable securities laws. The reader is
warned against placing undue reliance on these forward-looking
statements.
SOURCE: 5N PLUS INC.