Further Supplementary Information Memorandum Lodged for Waratah's ASX Listing
06 November 2008 - 7:50PM
Marketwired
Waratah Coal (TSX VENTURE: WCI) ("Waratah" or the "Company")
advises that a further Supplementary Information Memorandum dated
November 5, 2008 has been lodged as part of its Listing Application
to the Australian Stock Exchange Limited ("ASX") and can be viewed
on the Company's website www.waratahcoal.com or on www.sedar.com.
The additional disclosure is in relation to a Notice of Change
to the Director's Circular that was filed with the TSX-V on October
31, 2008. In the Notice of Change, the Board of Directors of the
Company unanimously recommended that shareholders continue to
reject the amended and revised offer from Mineralogy Pty Ltd
(Mineralogy) and not tender their shares to the revised Mineralogy
offer.
"Mineralogy has not increased its offer price of $1.41 per
share, which the Board of Directors, the Special Committee and the
Company's financial advisor, Merrill Lynch Canada Inc., have
previously deemed inadequate," says Howard Stack, Chairman of the
Special Committee. "The Board's principal reasons for rejecting
Mineralogy's original offer continue to apply to its revised
offer."
In making its recommendation, the Board of Directors carefully
reviewed the Mineralogy notice of extension and variation and
considered many factors, including those detailed in the Directors'
Circular dated October 17, 2008, the recommendation of the Special
Committee, the opinion of the Company's financial advisor, Merrill
Lynch Canada Inc., and advice from the Company's legal advisor,
Torys LLP.
As noted in the Directors' Circular dated 20 October 2008 and
the Notice of Change dated 31 October 2008, the Special Committee,
with the assistance of the Company's financial and legal advisors,
has been actively pursuing higher bids or more attractive
alternative transactions to Mineralogy's offer that may offer
shareholders more attractive value. The Company has entered into
confidentiality agreements with a number of interested parties and
discussions are in progress to bring forward higher bids or more
attractive alternatives.
"We are encouraged by the level of interest and have established
a data room for the purpose of providing confidential information
to interested third parties, and several parties are already
accessing the data room. The Company and its advisors have
established a process designed to elicit definitive proposals from
interested parties in advance of the December 3, 2008 expiry time
of Mineralogy's revised offer," says Mr. Stack.
While the Special Committee's process is ongoing, it is not
possible at this time to predict with certainty what alternatives
(if any) may emerge from this process. The Board believes that it
is in the best interest of the Company and its shareholders for
there to be sufficient time to permit higher bids or other
strategic alternatives that may be available to the Company to
emerge, and for the Special Committee to review and evaluate such
potential alternatives.
The Board of Directors will provide shareholders with an update
on the status of any alternative transactions before the expiry of
Mineralogy's revised offer, so that shareholders can consider the
advances it has made and any material change in circumstances which
has come to the Board's attention.
Availability of the Notice of Change to Directors' Circular
The Notice of Change contains the Board's recommendation, a
discussion of its reasons for recommending that shareholders reject
the Mineralogy' revised offer and other information required under
applicable Canadian securities law. Shareholders are urged to read
the Notice of Change to the Directors' Circular in its entirety.
Copies of the Notice of Change to the Directors' Circular have been
mailed to shareholders and are available on the Company's website
at www.waratahcoal.com or on SEDAR at www.sedar.com.
How to withdraw your shares from the revised Mineralogy
offer
Shareholders wishing to withdraw their shares from the revised
Mineralogy offer are encouraged to contact the Company's
information agent, Laurel Hill Advisory Group, at 1-866-588-7127
(toll free in North America) or at 1-416-637-4661 (collect outside
North America).
This press release does not constitute an offer to sell or a
solicitation to buy any of the securities in the United States. The
securities have not been and will not be registered under the
United States Securities Act of 1933, as amended ("the U.S.
Securities Act") or any state securities law and may not be offered
or sold in the United States or to U.S. Persons unless registered
under the U.S. Securities Act and applicable state securities laws
or an exemption from such registration is available.
Cautionary language:
Except for the historical and present factual information
contained herein, the matters set forth in this news release,
including words such as "expects", "projects", "plans",
"anticipates" and similar expressions, are forward-looking
information that represents management of Waratah Coal's internal
projections, expectations or beliefs concerning, among other
things, future operating results and various components thereof or
the economic performance of Waratah Coal. The projections,
estimates and beliefs contained in such forward-looking statements
necessarily involve known and unknown risks and uncertainties,
which may cause Waratah Coal's actual performance and financial
results in future periods to differ materially from any projections
of future performance or results expressed or implied by such
forward-looking statements. These risks and uncertainties include,
among other things, those described in Waratah Coal's filings with
the Canadian securities authorities. Accordingly, holders of
Waratah Coal shares and potential investors are cautioned that
events or circumstances could cause results to differ materially
from those predicted. Waratah Coal disclaims any responsibility to
update these forward-looking statements.
The TSX Venture Exchange has not reviewed and does not accept
responsibility for the adequacy or accuracy of this release.
Contacts: Waratah Coal Inc. Peter Lynch President and CEO +61 7
3303 0692 Email: plynch@waratahcoal.com Waratah Coal Inc. Michael
Joyner Investor Relations - Canada (416) 368-3671 Email:
mjoyner@waratahcoal.com Website: www.waratahcoal.com
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