Business
Elemental Minerals receives all cash takeover offer
"Certain annexures referenced in this announcement will be available in full with the form ...
About this update from Element Lifestyle Retirement Inc.
[{"type":"text","content":"\n\n\n\"Certain annexures referenced in this announcement will be available in\n full with the form of this announcement lodged at asx.com.au, under Elemental's profile at www.sedar.com, and on the Company's website. Accordingly, this announcement should be\n read in conjunction with that full documentation.\"\n\n\nPERTH, Australia, July 1, 2013 /CNW/ - Elemental Minerals Ltd. (ASX, TSX: ELM) (\"Elemental\" or the \"Company\") and Dingyi Group Investment Limited (\"Dingyi\"), a company incorporated in Bermuda and listed on the Hong Kong Stock\n Exchange (\"SEHK\") have today, following the successful completion of a thorough\n technical and financial due diligence exercise by Dingyi, executed a\n bid implementation agreement (\"Bid Implementation Agreement\"), under which Dingyi will make an off-market takeover offer for 100%\n of the fully paid ordinary shares of Elemental (\"Dingyi Offer\").\n\n\nHighlights\n\n\nDingyi to make an all cash takeover offer for Elemental at A$0.66 per\n share, valuing Elemental at approximately A$190 million1.\n\nThe Dingyi Offer price represents a significant premium to recent\n trading prices of Elemental shares including a 126% premium to the\n volume weighted average price per Elemental share over the 20 trading\n days prior to the announcement in relation to the Dingyi Offer made on\n 12 April 2013.\n\nThe Dingyi Offer is subject to a number of conditions (including Dingyi\n acquiring at least 50.1% of Elemental's shares and Dingyi shareholder\n approval requiring certain confirmations from the SEHK) but importantly\n is not conditional upon finance, Chinese regulatory or Foreign Investment\n Review Board approvals.\n\nThe majority of Elemental's Directors recommend Elemental shareholders\n accept the offer (subject to the qualifications detailed below).\n\nThe independent expert engaged by Elemental, BDO Corporate Finance, has\n confirmed that in its view the transaction is fair and reasonable to\n Elemental shareholders in the absence of a superior offer.\n\nIn support of the Dingyi Offer, Elemental Director Mr Ian Stalker and\n Fiducs Limited (an entity controlled by Mr Stalker) and Elemental's\n largest shareholder, Pala Investments Limited, have entered into\n pre-bid purchase agreements with Dingyi, over an aggregate of 13.6% of\n Elemental's current issued share capital.\n\nDingyi has ...