Business
Elemental Minerals receives non-binding indicative offer and enters into exclusive discussions
Background to the Proposal PERTH, Australia, April 11, 2013 /CNW/ - Elemental Minera...
About this update from Element Lifestyle Retirement Inc.
[{"type":"text","content":"\n\n\n\n\n\nBackground to the Proposal\n\n\nPERTH, Australia, April 11, 2013 /CNW/ - Elemental Minerals Ltd. (ASX, TSX: ELM) (\"Elemental\" or \"the Company\") today announces that it has received an indicative, non-binding,\n incomplete and conditional proposal which, if it were to proceed to a\n formal offer, could result in an offer being made to acquire all of the\n outstanding shares in Elemental for a cash price of A$0.66 per share\n (the \"Proposal\").\n\n\nThe Proposal has been made by Dingyi Group Investment Limited (\"Dingyi\"), a company incorporated in Bermuda and listed on the Hong Kong Stock\n Exchange. Dingyi is an investment company with interests based\n primarily in Hong Kong and Mainland China. Dingyi is a company\n controlled by Mr. Li Kwong Yuk, a Chinese entrepreneur.  Mr. Li also\n controls a number of other substantial Mainland Chinese and\n international business interests in sectors including infrastructure,\n real estate, financial institutions and natural resource, among others.\n\n\nReceipt of the Proposal is a result of the process initiated by the\n Board of Elemental in June 2012 to explore strategic alternatives for\n the Company.\n\n\nPre-conditions to the Proposal \n\n\nThe Proposal is expressed to be subject to pre-conditions to any formal\n offer being made including the completion of satisfactory confirmatory\n due diligence, execution of a bid implementation agreement, the\n recommendation of a majority of the Board of Elemental and receipt by\n Dingyi of undertakings from shareholders holding 13.6% of the issued\n shares to accept any formal offer. As the Proposal is indicative,\n non-binding and subject to pre-conditions, there can be no assurance\n that any formal offer will be made by Dingyi for the shares in\n Elemental and this announcement does not result in Dingyi being\n required to make such an offer.\n\n\nThe Proposal, if made, is expected to proceed by way of takeover bid\n made under Chapter 6 of the Corporations Act which will be subject to a\n 50.1% minimum acceptance condition, the approval of the transaction by\n the shareholders of Dingyi, other standard conditions for a transaction\n of that kind, and possibly other conditions identified during due\n diligence and negotiations.\n\n\nImportantly, the Proposal states that if made, any formal offer will not\n be su...