The Transaction
As announced on
The cash consideration of
Board Recommendation
The Board of Directors of Noront (the 'Board'), acting on the recommendation of the Special Committee, and after evaluating the Offer in consultation with Noront's legal and financial advisors, has determined that the Offer is fair, from a financial point of view, to Noront shareholders ('Shareholders') and in the best interests of Noront and its Shareholders. As such, the Board is recommending that Shareholders tender their Noront Shares and accept the Offer.
'The BHP Offer represents a compelling premium and immediately crystallizes certain value by providing 100% cash consideration for Noront Shares. Noront's Board of Directors recommends that Noront shareholders tender their Noront Shares to the BHP Offer,' said
As described in the Directors' Circular, the reasons for the Board's unanimous recommendation of the Offer, among others, include: Compelling Premium for Shareholders. The Offer Price represents a 69% premium to the closing price of
Cash Provides Certainty of Value and Liquidity. The consideration under the Offer is all cash, giving depositing Shareholders certainty of value and immediate liquidity while removing financing, market, regulatory and execution risks to Shareholders.
No Financing Condition. The Offer is not subject to any financing condition. The Offeror intends to fund the cash consideration for the Noront Shares through available cash resources.
Search for the Best Alternative. Following Wyloo's announcement on
Ability to Respond to Superior Proposals
The Board has reserved the ability to respond to unsolicited proposals that may deliver greater value to Shareholders than the Offer. The terms and conditions of the support agreement do not prevent an unsolicited third party from proposing or making a superior proposal and, provided the Company complies with the terms of the support agreement, do not preclude the Board from responding to, considering and acting on a superior proposal. The Company is permitted to terminate the support agreement to accept, approve or recommend a superior proposal that is made and not matched by the Offeror, provided that the Company pays the Offeror the requisite termination payment.
Arm's Length Negotiations. Active, arm's length negotiations between the Special Committee and the Offeror resulted in the price of the Offer being increased during its negotiations with the Offeror and finally agreed upon at an amount considered to be fair, from a financial point of view, to Shareholders, based on the financial and legal advice received by the Special Committee and the Board, including the TD Securities Fairness Opinion and the Stifel Fairness Opinion, subject to the scope of review, assumptions and limitations and other matters described therein.
Project Execution and Development Risk
The Board and the Special Committee believe that the Offer provides Shareholders with the value inherent in the Company's portfolio of projects, including the
Significant Growth Funding Required. The Company's development and exploration projects have significant funding requirements to bring them to the production stage. The Company currently has limited cash to fund the necessary capital projects and near-term debt maturities, which will be a further drain on cash. Equity financing sufficient to repay debt and fund the progress of the Company's business plan, if available, may be significantly dilutive to Shareholders.
Support of Shareholders
Based on the reasons underpinning the Board's recommendation, certain Shareholders, including certain directors and each executive officer of the Company, have entered into lock-up agreements with the Offeror pursuant to which they have agreed to, inter alia, support the Offer and to deposit all Noront Shares held or to be acquired by them pursuant to the exercise of options or share awards, representing approximately 9.9% of the issued and to be issued Noront Shares, on a fully-diluted basis, subject to the terms and conditions of such agreements.
Unanimous Recommendation of the Board
The members of the Board who voted on the matter have, after consultation with the Board's financial and legal advisors and the Special Committee, UNANIMOUSLY DETERMINED that the Offer is in the best interests of the Company and the Shareholders and the Offer Price is fair, from a financial point of view, to the Shareholders and, accordingly, UNANIMOUSLY RECOMMENDED that Shareholders ACCEPT the Offer and DEPOSIT their Noront Shares under the Offer.
About
Contact:
Tel: +1 (905) 399-6591
Email: ihamilton@longviewcomms.ca
Forward Looking Statements
Certain statements contained in this press release contain 'forward-looking information' within the meaning of applicable securities laws and are prospective in nature. Forward-looking information and statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties that could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements.
Forward-looking statements include, but are not limited to, statements regarding: the Offer, including the results and effects of the Offer and reasons to accept the Offer.
Although Noront believes that the expectations reflected in such forward-looking information and statements are reasonable, such information and statements involve risks and uncertainties, and undue reliance should not be placed on such information and statements. Material factors or assumptions that were applied in formulating the forward-looking information contained herein include, without limitation, the expectations and beliefs that the Offer will be successful, that all required regulatory consents and approvals will be obtained and all other conditions to completion of the transaction will be satisfied or waived, and the ability to achieve goals. Noront cautions that the foregoing list of material factors and assumptions is not exhaustive. Many of these assumptions are based on factors and events that are not within the control of the Offeror, BHP Lonsdale or Noront, and there is no assurance that they will prove correct. Consequently, there can be no assurance that the actual results or developments anticipated by Noront will be realized or, even if substantially realized, that they will have the expected consequences for, or effects on, Noront or its future results and performance.
Forward-looking information and statements in this press release are based on Noront's beliefs and opinions at the time the statements are made, and there should be no expectation that these forward-looking statements will be updated or supplemented as a result of new information, estimates or opinions, future events or results or otherwise, and Noront disavows and disclaims any obligation to do so except as required by applicable law. Nothing contained herein shall be deemed to be a forecast, projection or estimate of the future financial performance of Noront.
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