AREVA Announces US$ 7.75 Per Share Friendly Cash Offer for UraMin
PARIS, Jun 15, 2007 (Canada NewsWire via COMTEX News Network) --
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- 100% cash offer
- Attractive premium of 21% over UraMin 20-day average share price(1)
as of June 8, 2007(2)
- AREVA and UraMin entered into a support agreement in respect of
AREVA's offer to acquire all the outstanding UraMin shares by way
of a take-over bid
- Full support of UraMin Board of Directors
- Lock-up agreements in respect of approximately 25% of shares
- An acquisition which perfectly fits into AREVA's strategy to
significantly increase its uranium production in the medium term
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AREVA and UraMin Inc. ("UraMin") today entered into an agreement in respect of AREVA's friendly cash offer for 100% of the share capital of UraMin (the Offer"). UraMin is listed in London (AIM) and Toronto (TSX). AREVA (Euronext Paris) already owns 5.5% of UraMin's share capital.
This cash offer of AREVA will be made through its indirect wholly-owned subsidiary CFMM Développement ("AREVA") based on a price of US$ 7.75 per UraMin share. The total ofer consideration amounts to more than USD 2.5 billion for 100% of the fully diluted share capital of UraMin(3). This represents a premium of 21% over UraMin 20-day weighted average trading price(1) ending on June 8, 2007(2).
The UraMin Board of Directors, after consulting with its financial advisors, has detrmined that the offer is fair and in the best interest of the UraMin shareholders and it has resolved to recommend acceptance of the Offer. BMO Capital Markets has provided an opinion that the offer is fair, from a financial point of view, to the UraMin shareholders.
In connection with the offer, all directors and certain other shareholders rpresenting approximately 25% of the outstanding UraMin shares (calculated on a fully diluted basis) have entered into lock-up agreements with AREVA pursuant to which they have agreed to tender all their UraMin shares to AREVA's offer.
The suport agreement entered into between AREVA and UraMin provides for, among other things, in case a superior proposal is accepted by UraMin, a right to match in favour of AREVA. The support agreement also includes a break up fee in favour of AREVA of US$ 75 milion under certain circumstances.
The offer and take-over circular will be mailed to UraMin shareholders in the comin days. The offer period will be open for not less than 35 days. The offer is conditional upon, in particular, the tendering of a minimum of 75% of the outstanding UraMin's shares on a fully diluted basis, including the 5.5% shares held by AREVA.
Concurrently with the closing of the proposed offer, UraMin will declare a dividendpayable in shares of the capital of Niger Uranium Limited held by UraMin (where permitted by law) or a cash equivalent of the value of such shares. Further details will be provided at the time of the mailing of UraMin Directors' Circular.
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"UraMin has benefited from its founders' dynamism and know-how to identify significant mining resources on the African continent. The commissioning of these assets would enable AREVA to develop and further diversify its sourcing, thereby securing its clients' long term uranium needs.
UraMin's acquisition perfectly fits into AREVA's strategy in the mining sector. It will allow combining the mining resources of both companies, as well as their respective human expertise. For AREVA, it will result into a significant increase of its uranium production in the medium term.
Through the main projects, located in South Africa, Namibia, and Central African Republic, AREVA plans to reach a yearly production of about 18mio Lbs of U3O8 by 2012. AREVA has the technical and commercial capabilities to rapidly commission UraMin projects and market its production." explains Olivier Mallet, AREVA Senior Executive Vice President of the Mining, Chemistry and Enrichment sector of AREVA.
Mr. Stephen R. Dattels, UraMin's founder and Executive Deputy Chairman said today that "UraMin's potential production capability gives AREVA the opportunity to strengthen its position as one of the largest uranium producers in the world. Combined with the integrated business model of AREVA all along the nuclear value chain, access to long-term sources of uranium will reinforce AREVA's ability to provide security of supply to its costumers. For UraMin's shareholders, the proposed offer by AREVA provides a unique opportunity to realize an attractive premium today and to participate in an exciting new uranium vehicle with drill ready properties in Niger."
Mr. Dattels went on to say, "I would like to thank the directors, management and employees of UraMin for their tremendous contribution since the inception of UraMin in 2005. Their hard work and vision enabled us to create over US$2.5 billion of market value in just over two years time, making UraMin a major success story in the mining sector."
BMO Capital Markets is acting as financial advisors to UraMin and Heenan Blaikie LLP is acting as legal counsel to UraMin.
NM Rothschild & Sons Canada Limited is acting as financial advisor to AREVA and Blake Cassels & Graydon LLP is acting as legal counsel to AREVA.
FOR FURTHER INFORMATION ON THE OFFER:
A conference call will take place today, June 15, at 4:00pm CET.
To reach the conference, please call:
- From France: +33 (0)1 70 99 42 66
- From North America: + 1 718 354 1357
- From UK: +44 (0)20 7138 0817
To access to the slide-show, click on the following link: http://www.finance.areva.com/20070615/uramin/
More about AREVA
With manufacturing facilities in 41 countries and a sales network in more than 100 countries, AREVA offers customers reliable technological solutions for CO(2)-free power generation and electricity transmission and distribution. We are the world leader in nuclear power and the only company to cover all industrial activities in this field. Our 61.000 employees are committed to continuous improvement on a daily basis, making sustainable development the focal point of the group's industrial strategy. AREVA's businesses help meet the 21st century's greatest challenges: making energy available to all, protecting the planet, and acting responsibly towards future generations. www.areva.com
www.areva.com
Press Office : Charles Hufnagel/Julien Duperray
T: +33 1 34 96 12 15 press@areva.com
Investors Relations : Frédéric Potelle
T: +33 1 34 96 14 08 frederic.potelle@areva.com
More about UraMin
UraMin Inc. (www.uramin.com) was founded in February 2005 and its shares are traded on the AIM market of the London Stock Exchange and the Toronto Stock Exchange under the symbol 'UMN'. The Company was established to acquire and develop mineral properties, predominantly uranium. The Company currently has working capital of approximately US$285 million and a market capitalization of approximately US$2 billion on an undiluted basis.
UraMin is currently focusing on the development of its advanced exploration projects at Trekkopje in Namibia, Bakouma in the Central African Republic and Ryst Kuil in South Africa. Through the South African joint venture, UraMin also enjoys additional prospecting license applications for important uranium deposits in the Karoo, South Africa.
LEGAL NOTICE
This announcement 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 Offer or otherwise. The Offer will be made solely by the formal offer and take-over bid circular, which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted.
This announcement is for information purposes and is not a substitute for the formal offer and take-over bid circular. Copies of the offer and take-over bid circular and other materials relating to the Offer can be obtained when they become available free of charge at the SEDAR website at www.sedar.com.
FORWARD-LOOKING STATEMENTS
This document contains statements which are, or may be deemed to be, "forward looking statements" which are prospective in nature. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Such forward looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of UraMin to be materially different from any future results, performance or achievements expressed or implied by the forward looking statements. Important factors that could cause actual results, performance or achievements of UraMin to differ materially from the expectations of UraMin include, among other things, general business and economic conditions globally, commodity price volatility, industry trends, competition, changes in government and other regulation, including in relation to the environment, health and safety and taxation, labor relations and work stoppages, changes in political and economic stability, the failure to meet certain conditions of the Offer and/or the failure to obtain the required approvals or clearances from regulatory and other agencies and bodies on a timely basis or at all, the inability to successfully integrate UraMin's operations and programs with those of AREVA, incurring and/or experiencing unanticipated costs and/or delays or difficulties relating to integration of UraMin, disruptions in business operations due to reorganization activities and interest rate and currency fluctuations. Such forward-looking statements should therefore be construed in light of such factors.
Other than in accordance with its legal or regulatory obligations, AREVA is not under any obligation and AREVA expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Neither the Toronto Stock Exchange nor the AIM has reviewed and does not accept responsibility for the adequacy or accuracy of the release.
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(1) Calculated based on UraMin's 20-day volume weighted average trading
price on the Alternative Investment Market of the London Stock
Exchange ending on June 8, 2007
(2) Last trading day prior to the date on which UraMin announced it had
entered into negotiations regarding a potential sale of the company
(3) The existing number of UraMin shares is currently about 277M.
Given the number of options and warrants that have been emitted,
UraMin share capital is made of 323M of shares on a fully diluted
basis
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SOURCE: UraMin Inc.
UraMin Inc, Neil Herbert, Finance Director, Tel: +44 77 85 95 77 84; Stephen R. Dattels, Executive Deputy Chairman; Tel: +44 79 17 73 92 49
Copyright (C) 2007 CNW Group. All rights reserved.
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