Premium All-Cash Offer to Acquire BAFFINLAND IRON MINES CORPORATION Announced
by Nunavut Iron Ore Acquisition Inc.
Highlights of the Offer:
- Fully-funded all-cash offer of $0.80 per Common Share; - Premium of approximately 100% over volume-weighted average price per Common Share on the TSX over the 20 trading days ended August 26, 2010; - Immediate liquidity and elimination of risk for shareholders; - Approximately 15.3% of Common Shares (14.3% fully-diluted) now are owned by Nunavut Iron Ore and its affiliates or are subject to agreements to tender to the Offer.
TORONTO, Sept. 22 /CNW/ - Nunavut Iron Ore Acquisition Inc. ("Nunavut Iron Ore"), a corporation wholly-owned by Iron Ore Holdings, LP, today announced that it has commenced an offer (the "Offer") to purchase all of the Common Shares of Baffinland Iron Mines Corporation ("Baffinland") (TSX - BIM).
The Offer has been commenced by publication of an advertisement and filing of a take-over bid circular which includes the full details of the Offer, including the terms and conditions of the Offer. The Offer will be open for acceptance until 5:00 p.m. (Toronto time) on October 28, 2010 (the "Expiry Time"), unless the Offer is extended or withdrawn.
A COMPELLING OFFER FOR BAFFINLAND SHAREHOLDERS
Shareholders should consider the following benefits in making their decision to tender their shares to the Offer:
- Attractive Premium. The Offer price of $0.80 per Common Share represents a premium of approximately 100% over the volume-weighted average price of $0.40 per Common Share over the 20 trading days on the TSX ending August 26, 2010. Nunavut Iron Ore believes that August 26, 2010 is the most relevant date from which to measure the premium represented by the Offer since it was the last trading day prior to commencement of the purchases of the Common Shares currently held by Nunavut Iron Ore and its affiliates. The Offer also represents a premium of approximately 42.9% over the closing price of $0.56 per Common Share on the TSX on September 21, 2010, and a premium of 36.6% over the volume-weighted average price of approximately $0.58 per Common Share over the 20 trading days on the TSX ending on September 21, 2010. - Liquidity and Certainty of Value. The consideration under the Offer is cash, which provides shareholders with certainty of value and immediate liquidity and removes the execution risk to shareholders associated with Baffinland's business initiatives and long-term business plan. - Fully Financed Cash Offer. The Offer has no unusual conditions for an offer of this kind and is not subject to obtaining any financing. - Avoidance of further dilution. Continued development of the Mary River Property will require substantial additional funds and any equity financing, joint venture or other transaction undertaken could result in material dilution to the then-existing shareholders of Baffinland.
"Through our offer, Baffinland shareholders have an opportunity to receive an immediate and substantial all-cash premium for their investment and eliminate the inherent risks in a company at Baffinland's stage of development," said Bruce Walter, Chairman of Nunavut Iron Ore.
Mr. Walter also assured other key stakeholders in the Mary River Property, such as the Qikiqtani Inuit Association and employees of Baffinland, that, with the successful acquisition of Baffinland, Nunavut Iron Ore intends to work to expedite development of the Mary River Property for the benefit of all stakeholders.
HOLDINGS OF NUNAVUT IRON ORE AND LOCK-UP AGREEMENTS
Approximately 15.3% of the outstanding Common Shares (14.3% on a fully-diluted basis) are now owned by Nunavut Iron Ore and its affiliates or are subject to agreements to tender to the Offer.
Nunavut Iron Ore, together with its affiliates, currently owns 20,390,500 Common Shares, representing approximately 6.0% of the outstanding Common Shares, and 5,000,000 warrants, together representing approximately 6.3% of the outstanding Common Shares on a fully-diluted basis. A total of 32,057,500 Common Shares or approximately 9.3% of the Common Shares outstanding (approximately 8.0% on a fully-diluted basis) are subject to agreements to tender to the Offer entered into with certain shareholders of Baffinland.
TENDERING TO THE OFFER
Shareholders who wish to accept the Offer must properly complete and execute the Letter of Transmittal and deposit it at or prior to the Expiry Time, together with certificate(s) representing their Common Shares and all other required documents, with the Depositary, Kingsdale Shareholder Services Inc., at its office in Toronto, Ontario in accordance with the instructions in the Letter of Transmittal.
Questions and requests for assistance may be directed to the Depositary and Information Agent for the Offer, Kingsdale Shareholder Services Inc., at 1-888-518-1562 toll free in North America, or at 416-867-2272 outside of North America, or by email at [email protected].
Shareholders whose Common Shares are registered in the name of an investment advisor, stockbroker, bank, trust company or other nominee should immediately contact that nominee for assistance if they wish to accept the Offer in order to take the necessary steps to be able to deposit such Common Shares under the Offer.
ABOUT NUNAVUT IRON ORE AND IRON ORE HOLDINGS, LP
Nunavut Iron Ore was incorporated under the laws of Canada on August 27, 2010 and has not carried on any material business other than in connection with matters directly related to the Offer. Nunavut Iron Ore is wholly owned by Iron Ore Holdings, LP.
Iron Ore Holdings is a limited partnership formed under the laws of Delaware for the purpose of making the Offer. Iron Ore Holdings is owned by Bruce Walter, the Chairman of Nunavut Iron Ore, Jowdat Waheed, the President and Chief Executive Officer of Nunavut Iron Ore, and funds (the "EMG Funds") managed by The Energy & Minerals Group, which is providing the majority of the equity financing for the Offer. The Energy & Minerals Group is a private investment firm with a family of funds with over US$2 billion under management that invest in the energy and minerals sectors.
FORWARD-LOOKING STATEMENTS
Certain statements contained in this news release are "forward-looking statements" and are prospective in nature. The words "expect", "will", "intend", "estimate" and similar expressions identify forward-looking statements. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by Nunavut Iron Ore, Iron Ore Holdings and the EMG Funds, are inherently subject to significant business, economic and competitive uncertainties and contingencies. The reader of this news release and any other document relating to the Offer is cautioned that such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual financial results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements and the forward-looking statements are not guarantees of future performance or achievement. These risks, uncertainties and other factors include, but are not limited to: changes in applicable laws, including, without limitation, laws related to foreign investment, environmental protection, labour and employment and the protection of the health and safety of workers; general business and economic conditions globally; industry trends; the failure to meet certain conditions of the Offer and/or the failure to obtain the required approvals or clearances from government authorities on a timely basis or at all; any compulsory acquisition and/or any subsequent acquisition transaction; and disruptions in business operations due to reorganization activities.
Nunavut Iron Ore, Iron Ore Holdings, LP and the EMG Funds disclaim any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by applicable laws.
FOR MORE INFORMATION SHAREHOLDERS OF BAFFINLAND IRON MINES CORPORATION Kingsdale Shareholder Services Inc. Toll Free 1-888-518-1562 (English or French) Outside North America, Bankers and Brokers Call Collect 416-867-2272 Facsimile: 416-867-2271, Toll Free Facsimile 1-866-545-5580 Email: [email protected] or visit www. baffinlandoffer.com
For further information: MEDIA: John Lute, Lute & Company, 416-929-5883, Email: [email protected]
Share this article