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Bin mal gespannt, ob die angenommen wird. Ich habe zwar gut verdient, aber da wäre noch mehr drin gewesen...naja, mal schauen was passiert.
Primary Metals gets $3.65 takeover offer from Sojitz
2007-08-03 19:20 ET - News Release
Mr. James Robertson reports
PRIMARY METALS ANNOUNCES BOARD-SUPPORTED CASH TAKE-OVER BID BY SOJITZ CORPORATION
Primary Metals Inc. has entered into a support agreement with Sojitz Corp. pursuant to which Sojitz will make a formal takeover bid to acquire all of the outstanding common shares of Primary for $3.65 in cash per share, for a total transaction value of approximately $54-million, on a fully diluted in-the-money basis. The consideration under the offer represents a 59-per-cent premium to the 30-day weighted average trading price of Primary's shares as at Aug. 2, 2007, and a 38-per-cent premium to the closing price of the shares on Aug. 2, 2007.
The board of directors of Primary has unanimously approved the proposed transaction and will recommend that shareholders tender their shares to the offer. Capital West Partners, Primary's financial adviser, has provided an opinion to Primary's board of directors that the consideration to be received under the offer is fair from a financial point of view to Primary's shareholders.
Each of Primary's directors and their affiliates has agreed to support the offer and to tender his or its shares to the offer (except in certain circumstances, including where a superior proposal is made by a third party and not matched by Sojitz). Shares held by the locked-up shareholders represent approximately 55 per cent of the shares on a fully diluted in-the-money basis.
A takeover bid circular detailing the terms and conditions of the offer, together with Primary's directors' circular in respect of the offer, will be mailed to shareholders on or before Aug. 27, 2007. The offer will remain open for acceptance for not less than 35 days.
The offer will be conditional upon a minimum of 66-2/3 per cent of the fully diluted Primary shares being deposited to the offer, receipt of all necessary regulatory approvals, the absence of any material adverse change and other customary conditions. Each of Primary and the locked-up shareholders has agreed that it will not solicit or initiate discussions or negotiations with any third party for any takeover bid or other business combination involving Primary, and Sojitz has the right to match any unsolicited competing proposal. Primary has agreed that in certain circumstances, it will pay a non-completion fee of $2-million to Sojitz.
Capital West Partners is acting as financial adviser to Primary in respect of the offer. Primary's legal advisers are DuMoulin Black LLP and Bull, Housser & Tupper LLP. Sojitz's legal adviser is Heenan Blaikie LLP.
We seek Safe Harbor.
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Primary Metals gets $3.65 takeover offer from Sojitz
2007-08-03 19:20 ET - News Release
Mr. James Robertson reports
PRIMARY METALS ANNOUNCES BOARD-SUPPORTED CASH TAKE-OVER BID BY SOJITZ CORPORATION
Primary Metals Inc. has entered into a support agreement with Sojitz Corp. pursuant to which Sojitz will make a formal takeover bid to acquire all of the outstanding common shares of Primary for $3.65 in cash per share, for a total transaction value of approximately $54-million, on a fully diluted in-the-money basis. The consideration under the offer represents a 59-per-cent premium to the 30-day weighted average trading price of Primary's shares as at Aug. 2, 2007, and a 38-per-cent premium to the closing price of the shares on Aug. 2, 2007.
The board of directors of Primary has unanimously approved the proposed transaction and will recommend that shareholders tender their shares to the offer. Capital West Partners, Primary's financial adviser, has provided an opinion to Primary's board of directors that the consideration to be received under the offer is fair from a financial point of view to Primary's shareholders.
Each of Primary's directors and their affiliates has agreed to support the offer and to tender his or its shares to the offer (except in certain circumstances, including where a superior proposal is made by a third party and not matched by Sojitz). Shares held by the locked-up shareholders represent approximately 55 per cent of the shares on a fully diluted in-the-money basis.
A takeover bid circular detailing the terms and conditions of the offer, together with Primary's directors' circular in respect of the offer, will be mailed to shareholders on or before Aug. 27, 2007. The offer will remain open for acceptance for not less than 35 days.
The offer will be conditional upon a minimum of 66-2/3 per cent of the fully diluted Primary shares being deposited to the offer, receipt of all necessary regulatory approvals, the absence of any material adverse change and other customary conditions. Each of Primary and the locked-up shareholders has agreed that it will not solicit or initiate discussions or negotiations with any third party for any takeover bid or other business combination involving Primary, and Sojitz has the right to match any unsolicited competing proposal. Primary has agreed that in certain circumstances, it will pay a non-completion fee of $2-million to Sojitz.
Capital West Partners is acting as financial adviser to Primary in respect of the offer. Primary's legal advisers are DuMoulin Black LLP and Bull, Housser & Tupper LLP. Sojitz's legal adviser is Heenan Blaikie LLP.
We seek Safe Harbor.
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