Cliffs offer to SPQ ... UC ???
posted on
May 31, 2010 07:50PM
I wonder what impact Cliffs offer might have for us considering UC's JV with SPQ ?
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Cliffs Natural Resources Inc. (NYSE: CLF) (Paris: CLF) today announced that its wholly-owned subsidiary 7557558 Canada Inc. has commenced a formal offer (the 'Offer) for the common shares ('Common Shares') of Spider Resources Inc. ('Spider') (TSXV: SPQ) at a price of Cdn.$0.13 in cash per Common Share. The Offer expires July 6, 2010 at 5:00 p.m. (Eastern Time) unless extended or withdrawn.
As previously disclosed, the Offer represents a premium of 62.5% over the closing price of the Common Shares on the TSX-V on May 21, 2010, the trading day prior to disclosure of Cliffs proposal to acquire the Common Shares. The Offer implies a total Spider equity value of Cdn.$86 million. Cliffs holds an aggregate of 19,642,500 Common Shares representing approximately 3% of the issued and outstanding Common Shares on a fully-diluted basis.
The Offer is subject to a condition that there have been validly deposited under the Offer and not withdrawn at the time of expiry of the Offer such number of Common Shares that, together with such Common Shares held by Cliffs and its affiliates, constitute at least 66 2/3% of the Common Shares then outstanding (calculated on a fully-diluted basis). If the Offer is successful, Cliffs intends to acquire any Common Shares not deposited under the Offer through a compulsory acquisition, if available, or to propose a second stage transaction for the remainder of Spider's Common Shares.
The Offer is also subject to certain other conditions, including, without limitation, that Spider's Board of Directors must waive Cliffs' acquisition of Common Shares under the Offer as a triggering event under the Spider shareholder rights plan, or that such rights have been invalidated or are otherwise inapplicable to the Offer and any proposed second stage transaction. The Offer is not subject to a financing condition and is not conditional on the completion of Cliffs' proposed takeover bid for KWG Resources Inc. ("KWG") (TSXV: KWG).
Cliffs currently owns a 47% interest in the 'Big Daddy' chromite deposit located in the McFaulds Lake area of Northern Ontario. KWG and Spider each own 26.5% of Big Daddy and have the option to earn in up to 30% each. Cliffs' objective, which can be achieved by acquiring either KWG or Spider, is to obtain majority ownership of Big Daddy.
For more information about the Offer, shareholders of Spider are invited to read Cliffs' offer to purchase and accompanying circular dated May 31, 2010 which are available at www.sedar.com. Spider shareholders, banks and brokers who have questions or requests for assistance regarding the Offer should contact Georgeson, Cliffs' information agent, toll free at 1-866-656-4120. KWG shareholders, banks and brokers can call Georgeson toll free at 1-866-656-4118. Georgeson can also be contacted via email at askus@georgeson.com.
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