Business
Fronteer Development Group Inc. to seek to acquire NewWest Gold Corporation; enters into agreement with Significant Shareholder
Fronteer Development Group Inc. to seek to acquire NewWest Gold Corporation; enters into agreement with Significant Shareholder.
About this update from Cullinan Metals Corp
[{"type":"text","content":"\n\n\n\n/NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR FOR DISSEMINATION\n\n\nIN THE UNITED STATES/\n\n\nLAKEWOOD, CO, June 28 /CNW/ - Fronteer Development Group (TSX and AMEX -\nFRG)("Fronteer") and NewWest Gold Corporation (TSX- NWG)("NewWest") announced\ntoday that Fronteer has entered into a lock-up agreement (the "Lock-Up\nAgreement") with NWG Investments Inc. (the "Significant Shareholder"), the\nowner of approximately 86% of the outstanding common shares of NewWest,\npursuant to which the Significant Shareholder has agreed to tender to and\nsupport a transaction (the "Proposed Transaction") whereby Fronteer would seek\nto acquire all of the outstanding common shares of NewWest on the basis of\n0.26 of one common share of Fronteer for each common share of NewWest.\n\n\nFronteer and NewWest have entered into a mutual confidentiality agreement\npursuant to which NewWest has granted to Fronteer a 30 day exclusivity period\nin which to complete due diligence and pursuant to which NewWest has agreed\nnot to solicit other proposals. Fronteer and the Significant Shareholder have\nalso entered into an exclusivity agreement pursuant to which the Significant\nShareholder has agreed not to solicit other proposals for a 30 day period. The\nLock-Up Agreement permits the Significant Shareholder to tender its NewWest\ncommon shares to a superior transaction in certain circumstances and subject\nto certain conditions, including offering Fronteer an opportunity to match any\nsuch proposal and the payment by the Significant Shareholder of a termination\nfee to Fronteer in the amount of C$5.6 million.\n\n\nFronteer's obligation to proceed with the Proposed Transaction is subject\nto a number of conditions including Fronteer being satisfied, in its sole and\nabsolute discretion, with its due diligence investigations. The Significant\nShareholder can terminate the Lock-Up Agreement in certain circumstances,\nincluding if Fronteer has not made an offer to all holders of NewWest common\nshares by August 17, 2007. Under the Proposed Transaction, the exchange ratio\nof 0.26 common shares of Fronteer for each issued share of NewWest represents\na value of approximately C$3.20 per share based upon the closing price of\nFronteer on the TSX on June 28, 2007. This represents a premium of 36.17%...