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WGI Heavy Minerals Advises Shareholders that Passport Capital Has the Facts Wrong

No Superior Offer was Received Details of TGI Transaction Publicly Filed and Available to All Sha...

articleNickel Creek Platinum Corp.June 18, 20084/company/nickel-creek-platinum-corp/news/wgi-heavy-minerals-advises-shareholders-that-passport-capital-has-the-facts-wrong
WGI Heavy Minerals Advises Shareholders that Passport Capital Has the Facts Wrong

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[{"type":"text","content":"\n\n\n\nNo Superior Offer was Received\n\n\nDetails of TGI Transaction Publicly Filed and Available to All\n\n\nShareholders\n\n\nCOEUR D'ALENE, ID, June 18 /CNW/ - WGI Heavy Minerals, Incorporated (TSX:\nWG) today responded to a news release from Passport Capital LLC ("Passport" or\n"the Dissident") that contains a series of false statements as part of its\nefforts to gain control of the WGI Board of Directors at the Company's\nJune 25, 2008, Annual General Meeting.\n\n\nThe TGI Transaction\n\n\nWGI Heavy Minerals recently announced the sale of Transworld Garnet India\n(Pvt.) Limited (TGI) for approximately US$19.5 million. Through its 74%\ninterest in TGI, the Company's aggregate cash proceeds will be approximately\nUS$17.3 million. In addition, the transaction includes a related valuable\nsupply and distribution agreement with the buyer V.V. Mineral.\n\n\nIn its news release, Passport refers to an offer from a "credible third\nparty" and questions whether "WGI entered into the best transaction possible".\n\n\nWGI states categorically that it has never received an offer superior to\nthe V.V. Mineral transaction. In the course of its auction process for the TGI\nassets, WGI received a number of proposals with a wide range of purported\nvalues but none of them offered more cash, fully financed, than the V.V.\nMineral offer or a concrete proposal for a distribution agreement that would\nprovide additional value for shareholders.\n\n\nNo other offer or proposal was received that met the four criteria to\nmaximize value for shareholders established by the current Board at the outset\nof the TGI sales process and previously disclosed by the Company. The criteria\nwere:\n\n\n1. Maximum cash proceeds. This was achieved through approaches to all\n likely bidders in the global industry and a competitive bidding\n process which established the fair price for the asset.\n\n2. A sales and distribution agreement that would provide a large and\n steady supply of high-quality heavy minerals for WGI's international\n distribution network. Only the V.V. Mineral offer provided for this.\n\n3. That the transaction not be conditional on financing. As WGI has\n repeatedly stated, the V.V. Mineral offer has no such conditions;\n other bidders did.\n\n4. A high likelihood that the sale could be completed within...

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