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на MarketWatch только заголовок - Eurasian Natural agrees offer for CAMEC
18 September 2009
Recommended cash offer
by
Eurasian Natural Resources Corporation PLC ("ENRC" or "the Group")
for
Central African Mining & Exploration Company PLC ("CAMEC")
Summary
• The boards of directors of ENRC and CAMEC announce that they have reached agreement on the terms of a recommended cash offer, to be made by a wholly-owned subsidiary of ENRC, to acquire the entire issued and to be issued ordinary share capital of CAMEC.
• The Offer will be 20 pence in cash for each CAMEC Share.
• The Offer values the entire issued and to be issued share capital of CAMEC at approximately £584 million.
• The Offer represents a premium of approximately 67 per cent. to the closing price of 12 pence per CAMEC share on 15 July 2009, being the business day immediately prior to the announcement by CAMEC that it had received a preliminary approach which may or may not lead to an offer being made for CAMEC and which started the Offer Period.
• The aggregate number of CAMEC shares held by ENRC as at the date of this announcement, through a combination of irrevocable undertakings, letters of intent and on- and off-market share acquisitions is 1,584,566,487 representing approximately 55.18 per cent. of the existing issued share capital of CAMEC.
• CAMEC is an AIM listed Africa focused emerging mining company with operations centred around copper and cobalt, coal, bauxite, platinum, trucking and logistics and fluorspar. CAMEC is a UK company whose shares were admitted to trading on AIM on 9 October 2002. For the year ended 31 March 2008, CAMEC reported a profit before tax of £54,202,000 and had total assets as at 31 March 2008 of £800,412,000, including cash and cash equivalents of £17,882,000.
• The Directors of CAMEC intend unanimously to recommend that CAMEC Shareholders accept the Offer and the Executive Directors have irrevocably undertaken to do so in respect of their own beneficial shareholdings of CAMEC Shares (representing approximately 2.61 per cent. of the entire issued share capital of CAMEC).
Strategic and commercial rationale
The ENRC Directors believe that there is a compelling strategic and commercial rationale for the Offer, which can be summarised as follows:
• The Offer will give access to large copper/cobalt resources in the Democratic Republic of the Congo with the potential to support significant, scalable, low-cost production capacity;
• The Offer will provide entry into copper, a metal with attractive fundamentals;
• CAMEC has an excellent portfolio of development projects in commodities including coal, platinum and bauxite further enhancing ENRC's organic growth options;
• The Offer will provide ENRC with the benefits of an integrated African logistics business;
• CAMEC has a strong operational management team with established regional knowledge and on the ground experience, whilst ENRC will provide the necessary financial and management capability to realise the full value of CAMEC's assets;
• The Offer follows ENRC's stated strategy of diversifying its presence into a variety of natural resource assets in the Eurasian region and elsewhere in the world whilst being a natural fit with ENRC's emerging market expertise;
• The Offer can be funded through ENRC's available cash resources whilst maintaining significant financial flexibility for ENRC; and
• The Offer is value accretive to ENRC shareholders with expected returns exceeding ENRC's required return rate.
Commenting on the Offer, Felix Vulis, Chief Executive Officer of ENRC said:
"We are pleased to announce a recommended cash offer for the acquisition of CAMEC. The attractive assets of CAMEC fit well with our strategic ambition to grow and diversify ENRC. CAMEC offers all of our key requirements including scale and scalable assets, low cost and extensive growth opportunities. We firmly believe that CAMEC offers value accretion for all shareholders."
Commenting on the Offer, Andrew Groves, Managing Director and Chief Executive Officer of CAMEC said:
"The Board of Directors of CAMEC is pleased to receive, and intend to recommend, this cash offer from ENRC to all the shareholders of CAMEC. We consider the valuation to be fair and reasonable and that the offer presents the shareholders of CAMEC with certainty and liquidity. ENRC's large financial and operational resources will be of considerable advantage in the development of CAMEC's asset portfolio, and continue the creation of jobs and other social benefits for the local people of the countries in which we operate."