Business
Jien offer has built-in two-tiered solution if Jien waives minimum tender condition on CZZ debentures
Jien offer has built-in two-tiered solution if Jien waives minimum tender condition on CZZ debent...
About this update from Cleghorn Minerals Ltd.
[{"type":"text","content":"\n\n\n\nNov. 2, 2009 (Canada NewsWire Group) -- TORONTO, Nov. 2 /CNW/ -- Jaguar Financial Corporation (TSX: JFC) (\"Jaguar\") today announced that Jien Canada Mining Ltd. (\"Jien\") can waive the two-thirds minimum tender condition for holders (\"Holders\") of debentures (the \"Debentures\") of Canadian Royalties Inc. (TSX: CZZ) (\"CZZ\") and pay tendering Holders 80% under its offer (\"Jien Offer\") and arrange for CZZ to pay non-tendering Holders 101% under the Debenture indenture.Jien Not Expected to Meet Minimum Tender ConditionJaguar anticipates that Jien will not meet its two-thirds tender condition for the Debentures on November 10 as the Holders of at least $44.57 million in Debentures or 32.4% of the total principal amount of Debentures have indicated to Jaguar they will not tender to the Jien Offer.Jaguar assumes that the Caisse de Depôt (the \"Caisse') will not withdraw its Debentures tendered under the Jien Offer. Fonds Solidarité du Travaileurs du Québec (\"FTQ\") and Colonial First Asset (\"Colonial\") are required by their lock-up agreements with Jien to maintain the deposit of their Debentures under the Jien Offer. The Debentures tendered by the Caisse, FTQ and Colonial account for $78,873,000 principal amount of the Debentures.Jaguar does expect that more than two-thirds of the CZZ shares will be tendered by November 10.Coercive Press Statements by Jien Conflict with Take-Over Bid CircularJaguar notes the statements made by Jien in its press releases dated October 28 and 30 that the Jien Offer provides its \"best and final prices for the Shares and Debentures\" and that the Jien Offer is \"full and final\" and \"will not, under any circumstances, be increased in price, extended past November 10th, 2009 (if unsuccessful), or the terms otherwise varied.\"These statements are coercive and are designed to threaten the Debenture Holders that Jien will walk from the Jien Offer if the two-thirds minimum tender condition is not met. However, as stated above, there clearly is a circumstance where the tender condition is not met and yet Jien could waive the tender condition and thereby CZZ would be required to pay 101% to the non-tendering Holders of Debentures. A waiver is not an amendment or variation of the Jien Offer. Furthermore, this 101% payment would not be a \"price increase\" under the Jien Offer ...