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http://www.stockwatch.com/News/...2006443&symbol=IMN®ion=C
2012-10-24 21:00 ET - News Release
Mr. Jochen Tilk reports
INMET MAKES FINAL OFFER TO PETAQUILLA SHAREHOLDERS
Inmet Mining Corp. is adjusting its offer to acquire all of the common shares of Petaquilla Minerals Ltd. (All dollar references are in Canadian dollars, unless indicated.) Under the adjusted offer, Petaquilla shareholders can elect to receive one of the following:
* A share alternative of 0.0118 of a common share of Inmet and 0.1 cent in cash;
* A cash amount that is greater than 0.1 cent but not more than 60 cents and, if such elected cash amount is less than 60 cents, that number of common shares of Inmet equal to the excess of 60 cents over the elected cash amount, divided by $50.82.
The increased offer consideration represents a substantial increase of approximately 25 per cent over Inmet's original offer. Based on the closing price of Inmet common shares on Oct. 24, 2012, of $50.82, each of the share alternative and the maximum cash consideration of 60 cents per Petaquilla common share represents a 71-per-cent premium to the closing price of 35 cents for the Petaquilla common shares on the Toronto Stock Exchange on Sept. 5, 2012 (the last trading day prior to Inmet's announcement of its intention to make the offer). In addition, the final offer provides for an expiry date of Nov. 5, 2012, at an expiry time of 11:59 p.m. (Vancouver time). Inmet expects to mail its notice of variation and related materials to Petaquilla shareholders on Oct. 26, 2012.
At Inmet's request, the B.C. Securities Commission has confirmed a hearing date to consider Inmet's request for the immediate cease trading of Petaquilla's shareholders rights plan or poison pill pursuant to an application made by Inmet. The hearing will take place on Oct. 30, 2012, at 10 a.m. PT.
Inmet's president and chief executive officer, Jochen Tilk, commented: "In light of the appreciation in Inmet's share price in recent weeks, we are making the final offer to normalize the growing gap between the cash and share consideration alternatives under the offer. In doing so, we are also maintaining the expiry date of Nov. 5, 2012, and are seeking an order from the BCSC to cease trade the Petaquilla shareholder rights plan. There will be no further adjustment to Inmet's offer.
"Seven weeks have now passed since Inmet announced its offer for Petaquilla. Petaquilla's management and board appear focused on a strategy of attempting to create legal ambiguity over the ability of our subsidiary, Minera Panama, to continue to develop the Cobre Panama project. They appear to have no interest in pursuing discussions with Inmet or any alternative transaction that would benefit Petaquilla's shareholders. Instead, we understand that they continue on a path to entrench themselves through a potential debt offering that would now involve the issuance of warrants, leading to dilution of Petaquilla shareholders and increased likelihood of value destruction to their company. As we reiterated in our press release on Oct. 16, 2012, MPSA does not need Petaquilla's agreement to develop Cobre Panama. MPSA has received all required permits to commence construction and has been under full construction since May of this year. Should Petaquilla's board and management move forward with the previously announced $210-million (U.S.) high-yield debt offering, Inmet is prepared to let the final offer expire."
How to tender
Petaquilla shareholders are encouraged to continue tendering their shares by completing the letter of transmittal included in the documents mailed to them by Inmet. Laurel Hill Advisory Group, the depositary and information agent for the offer, is available to assist and can be reached at 1-877-452-7184 or 1-416-304-0211. For shareholders whose certificates are not immediately available or who cannot deliver the certificates and all other required documents to Laurel Hill prior to the expiry time, they may accept the offer by properly completing and duly executing a notice of guaranteed delivery and returning it to Laurel Hill as specified in the notice of guaranteed delivery. If Petaquilla shares are held by a broker or other financial intermediary, Petaquilla shareholders should contact such intermediary and instruct it to tender their Petaquilla shares.
The offer is open for acceptance until Nov. 5, 2012, at 11:59 p.m. (Vancouver time) unless extended or withdrawn. The offer is subject to certain conditions, including, among other things, minimum acceptance of the offer by Petaquilla shareholders holding at least 50.1 per cent of the outstanding shares of Petaquilla calculated on a fully diluted basis, the Petaquilla shareholder rights plan being waived, invalidated or cease traded, the absence of any material adverse change in Petaquilla, and Petaquilla not completing or entering into any binding agreement with respect to its proposed $210-million (U.S.) aggregate principal amount of senior secured notes announced on July 17, 2012. Full details of the offer are included in the formal offer and takeover bid circular of Inmet dated Sept. 27, 2012, which should be read together with the notice of variation.
Inmet has filed with the U.S. Securities and Exchange Commission a registration statement on Form F-80 and a tender offer statement on Schedule 14D-1F in connection with the offer, which are available free of charge through the website maintained by the SEC or by calling the SEC at telephone number 800-SEC-0330.
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