- Amended tender offer statement pursuant to rule 14d-1 under Securities Exchange Act of 1934 (SC14D1F/A)
02 June 2010 - 7:11AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE
14D-1F/A
TENDER OFFER STATEMENT PURSUANT TO RULE 14d-1(b) UNDER THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
CORRIENTE RESOURCES INC.
(Name of Subject Company)
British Columbia, Canada
(Jurisdiction of Subject Company’s Incorporation or Organization)
CRCC-TONGGUAN INVESTMENT (CANADA) CO., LTD.
a wholly-owned direct subsidiary of
CRCC-TONGGUAN INVESTMENT CO., LTD.
a jointly owned direct subsidiary of
TONGLING NONFERROUS METALS GROUP HOLDINGS CO., LTD.
and
CHINA RAILWAY CONSTRUCTION CORPORATION LIMITED
(Bidder)
Common Shares
(Title of Class of Securities)
22027E409
(CUSIP Number of Class of Securities (if applicable))
Guobin HU
CRCC-Tongguan Investment (Canada) Co., Ltd.
700 West Georgia Street, 25th Floor
Vancouver, BC Canada
V7Y 1B3
Telephone: +1-604-684-9151
and
Guobin HU
CRCC-Tongguan Investment Co., Ltd.
c/o Tongling Nonferrous Metals Group Holdings Co., Ltd.
Changjiang West Road
Tongling 244001, Anhui Province
People’s Republic of China
Telephone: +86 562 5860046
and
Guobin HU
Tongling Nonferrous Metals Group Holdings Co., Ltd.
Changjiang West Road
Tongling 244001, Anhui Province
People’s Republic of China
Telephone: +86 562 5860046
and
Dongna HE
China Railway Construction Corporation Limited
No. 40, Fuxing Road
Beijing 100855
People’s Republic of China
Telephone: +86 105 2688103
(Name, address (Including ZIP code) and telephone number (including area code) of
person(s) authorized to receive notices and communications on behalf of bidder)
Copies to:
Scott
M. Tayne, Esq.
Davies Ward Phillips & Vineberg LLP
625 Madison Avenue, 12
th
Floor
New York, New York 10022
Phone: (212) 588-5500
Fax: (212) 308-0132
February 1, 2010
(Date tender offer first published, sent or given to securityholders)
Calculation of Filing Fee*
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Transaction Valuation
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Amount of Filing Fee
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$197,944,302
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$14,114
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*
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For purposes of determining the filing fee pursuant to General Instruction II.C to
Schedule 14D-1F, the transaction value of the subject company’s common shares held in the
United States, assuming acceptance of the Offer by all holders of the subject company’s shares
in the United States, is calculated as follows: the product of (x) 24,519,846, the
number of subject company common shares estimated to be held by shareholders in the United
States as of February 2, 2010, (y) CAD$8.60, the price to be paid per common share of the
subject company pursuant to the Offer, and (z) 0.9387, the inverse of the Bank of
Canada’s noon buying rate for Canadian dollars on February 1, 2010.
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x
Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify
the filing with which the offsetting fee was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and the Date of its filing.
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Amount
Previously Paid: $14,114
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Registration No.: 005-82963
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Filing
Party: CRCC-Tongguan Investment (Canada) Co., Ltd.
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Form:
SC14D-1F
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Date Filed: February 2, 2010
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TABLE OF CONTENTS
PART I
INFORMATION REQUIRED TO BE SENT TO SHAREHOLDERS
Item 1. Home Jurisdiction Documents
1. Offer to Purchase and Offer Circular, dated February 1, 2010, including Letter of Transmittal
and Notice of Guaranteed Delivery.
1
2. Notice
of Extension, dated March 25, 2010.
2
3. Notice
of Extension, dated April 26, 2010.
3
Item 2. Informational Legends
See “Notice
to Shareholders in the United States” on the inside front cover
page of each of the Offer to Purchase and Offer
Circular, dated February 1, 2010, the Notice of Extension,
dated March 25, 2010, and the Notice of Extension, dated April
26, 2010.
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1
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Previously filed with the filing persons’ Schedule 14D-1F filed with the U.S. Securities
and Exchange Commission (the “SEC’’) on February 2, 2010.
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2
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Previously filed with the filing persons’ Schedule
14D-1F/A (Amendment No. 1) filed with the SEC on March 25, 2010.
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3
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Previously filed with the filing persons’ Schedule
14D-1F/A (Amendment No. 2) filed with the SEC on April 27, 2010.
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PART II
INFORMATION NOT REQUIRED TO BE SENT TO SHAREHOLDERS
The following exhibits have been filed as part of this Schedule.
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EXHIBIT
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NUMBER
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DESCRIPTION
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1.1
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Support Agreement, dated December 28, 2009, by and among Tongling Non-Ferrous
Metals Holdings Co., Ltd., China Railway Construction Corporation Limited,
CRCC-Tongguan Investment Co., Ltd. and Corriente Resources Inc.
1
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1.2
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Form of Lock-Up Agreement.
1
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1.3
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Assignment and Assumption Agreement, effective as of January 25, 2010,
between CRCC-Tongguan Investment Co., Ltd. and CRCC-Tongguan Investment (Canada)
Co., Ltd.
2
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1.4
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Notice of CRCC-Tongguan Investment
Co., Ltd., dated February 1, 2010.
2
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1.5
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Press Release, dated March 24,
2010.
3
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1.6
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Press Release, dated April 26,
2010.
4
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1.7
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Early Warning Report, dated
June 1, 2010, filed by CRCC-Tongguan Investment Co., Ltd.
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1.8
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Press Release, dated May 31,
2010.
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1.9
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Press Release, dated June 1,
2010.
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1
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Incorporated by reference to the Schedule 13D filed by
Tongling Nonferrous Metals Group Holdings Co., Ltd, China Railway
Construction Corporation Limited and CRCC-Tongguan Investment Co., Ltd. on January 7, 2010.
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2
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Previously filed with the filing persons’
Schedule 14D-1F filed with the SEC on February 2, 2010.
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3
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Previously filed with the filing persons’
Schedule 14D-1F/A (Amendment No. 1) filed with the SEC on
March 25, 2010.
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4
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Previously filed with the filing persons’ Schedule
14D-1F/A (Amendment No. 2) filed with the SEC on April 27, 2010.
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PART III
UNDERTAKINGS AND CONSENT TO SERVICE OF PROCESS
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1.
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Undertakings
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a.
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CRCC-Tongguan Investment (Canada) Co., Ltd., CRCC-Tongguan Investment Co., Ltd., Tongling
Nonferrous Metals Group Holdings Co., Ltd. and China Railway Construction Corporation Limited
undertake to make available, in person or by telephone, representatives to respond to
inquiries made by the Commission staff, and to furnish promptly, when requested to do so by
the Commission staff, information relating to this Schedule or to transactions in said
securities.
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b.
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CRCC-Tongguan Investment (Canada) Co., Ltd., CRCC-Tongguan Investment Co., Ltd., Tongling
Nonferrous Metals Group Holdings Co., Ltd. and China Railway Construction Corporation Limited
undertake to disclose in the United States, on the same basis as it is required to make such
disclosure pursuant to applicable Canadian federal and/or provincial or territorial laws,
regulations or policies, or otherwise discloses, information regarding purchases of the
issuer’s securities in connection with the cash tender or exchange offer covered by this
Schedule. Such information shall be set forth in amendments to this Schedule.
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2.
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Consent to Service of Process
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a.
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A written irrevocable consent and power of attorney on Form
F-X was filed by each of
CRCC-Tongguan Investment (Canada) Co., Ltd., CRCC-Tongguan Investment Co., Ltd., Tongling
Nonferrous Metals Group Holdings Co., Ltd. and China Railway Construction Corporation Limited
on February 2, 2010.
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b.
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Any change to the name or address of a registrant’s agent for service shall be communicated
promptly to the Commission by amendment to Form F-X referencing the file number of the
registrant.
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PART IV
SIGNATURES
By signing this Schedule, CRCC-Tongguan Investment (Canada) Co., Ltd. consents without power
of revocation that any administrative subpoena may be served, or any administrative proceeding,
civil suit or civil action where the cause of action arises out of or relates to or concerns any
offering made or purported to be made in connection with the filing
on this Amendment No. 3 to Schedule 14D-1F or any
purchases or sales of any security in connection therewith, may be commenced against it in any
administrative tribunal or in any appropriate court in any place subject to the jurisdiction of any
state or of the United States by service of said subpoena or process upon CRCC-Tongguan Investment
(Canada) Co., Ltd.’s designated agent.
After due inquiry and to the best of my knowledge and belief, I certify that the information
set forth in this statement is true, complete and current.
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Date: June 1, 2010
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CRCC-TONGGUAN INVESTMENT (CANADA) CO., LTD.
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By:
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/s/ Shouhua JIN
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Name:
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Shouhua JIN
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Title:
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Authorized Representative
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By signing this Schedule, CRCC-Tongguan Investment Co., Ltd. consents without power of
revocation that any administrative subpoena may be served, or any administrative proceeding, civil
suit or civil action where the cause of action arises out of or relates to or concerns any offering
made or purported to be made in connection with the filing on this
Amendment No. 3 to Schedule 14D-1F or any purchases
or sales of any security in connection therewith, may be commenced against it in any administrative
tribunal or in any appropriate court in any place subject to the jurisdiction of any state or of
the United States by service of said subpoena or process upon CRCC-Tongguan Investment Co., Ltd.’s
designated agent.
After due inquiry and to the best of my knowledge and belief, I certify that the information
set forth in this statement is true, complete and current.
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Date: June 1, 2010
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CRCC-TONGGUAN INVESTMENT CO., LTD.
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By:
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/s/ Shouhua JIN
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Name:
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Shouhua JIN
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Title:
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Authorized Representative
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By signing this Schedule, China Railway Construction Corporation Limited consents without
power of revocation that any administrative subpoena may be served, or any administrative
proceeding, civil suit or civil action where the cause of action arises out of or relates to or
concerns any offering made or purported to be made in connection with the filing on this
Amendment No. 3 to Schedule 14D-1F or any purchases or sales of any security in connection therewith, may be commenced
against it in any administrative tribunal or in any appropriate court in any place subject to the
jurisdiction of any state or of the United States by service of said subpoena or process upon China
Railway Construction Corporation Limited’s designated agent.
After due inquiry and to the best of my knowledge and belief, I certify that the information
set forth in this statement is true, complete and current.
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Date: June 1, 2010
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CHINA RAILWAY CONSTRUCTION CORPORATION LIMITED
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By:
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/s/ Zhiliang ZHOU
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Name:
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Zhiliang ZHOU
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Title:
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Authorized Representative
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By signing this Schedule, Tongling Nonferrous Metals Group Holdings Co., Ltd. consents without
power of revocation that any administrative subpoena may be served, or any administrative
proceeding, civil suit or civil action where the cause of action arises out of or relates to or
concerns any offering made or purported to be made in connection with the filing on this
Amendment No. 3 to Schedule 14D-1F or any purchases or sales of any security in connection therewith, may be commenced
against it in any administrative tribunal or in any appropriate court in any place subject to the
jurisdiction of any state or of the United States by service of said subpoena or process upon
Tongling Nonferrous Metals Group Holdings Co., Ltd.’s designated agent.
After due inquiry and to the best of my knowledge and belief, I certify that the information
set forth in this statement is true, complete and current.
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Date: June 1, 2010
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TONGLING NONFERROUS METALS GROUP HOLDINGS CO., LTD.
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By:
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/s/ Dongqing LI
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Name:
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Dongqing LI
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Title:
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Authorized Representative
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