SouthGobi Übernahmeangebot !

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02.04.12 09:29

SouthGobi learns of Aluminum Corp. of China bid

2012-04-02 02:46 ET - News Release



Mr. Dave Bartel reports


SouthGobi Resources  Ltd. has entered into a co-operation agreement with Aluminum  Corporation of China Ltd., and has received notice that CHALCO intends  to make a proportional takeover bid for up to 60 per cent of the issued  and outstanding common shares of SouthGobi.

CHALCO intends to make a takeover bid for up to 60 per cent of  the issued and outstanding common shares of SouthGobi at $8.48 per  share. SouthGobi has also been informed by its 57.6-per-cent major  shareholder, Ivanhoe Mines Ltd., that Ivanhoe has signed a lock-up  agreement with CHALCO, committing to tender all of its shares held or  thereafter acquired by it during the offer period of CHALCO into the  proportional offer. The proportional offer will be made by way of a  takeover bid circular under British Columbia law and will be made to all  SouthGobi shareholders. If shareholders tender more than 60 per cent of  the outstanding common shares of SouthGobi to the takeover bid, a  proportional amount of shares will be taken up from each shareholder.  SouthGobi has not received any formal documentation relating to the  proportional offer.

SouthGobi's board of directors has established a special committee  comprising independent directors including, Pierre Lebel, Gordon  Lancaster, Andre Deepwell and Robert Hanson, to consider the  proportional offer, when received. The special committee has engaged  Blake, Cassels & Graydon LLP as its independent legal counsel and  will engage an independent financial adviser to assist with its review  of the proportional offer. SouthGobi is advising that shareholders take  no action in connection with the proportional offer until they receive  further information and advice from the special committee.

In conjunction with the proportional offer, CHALCO and SouthGobi have  entered into a co-operation agreement. CHALCO's obligations under the  co-operation agreement will become effective upon CHALCO acquiring a  shareholding in SouthGobi.

Key benefits under the co-operation agreement between SouthGobi and CHALCO include:

  • Coal offtake by CHALCO -- SouthGobi will have the right to offer up to     100 per cent of its salable coal to CHALCO and CHALCO will have the obligation     to purchase the coal at market prices for a period of 24 months.
  • Infrastructure support -- CHALCO will assist SouthGobi to procure     electricity for its Mongolian business operations, either through a     direct connection to grid power or through development of a     conveniently located power plant. CHALCO will also provide support to     SouthGobi's coal-haul highway project.

SouthGobi has been notified that CHALCO has entered into consultancy  agreements with nine key senior executives, officers and staff to assist  CHALCO with the integration and transition following CHALCO's  acquisition of a shareholding in SouthGobi. Services would be retained  for 12 months from the termination of their employment or for a period  of 12 months less the notice period actually served by them on their  resignation, after CHALCO becomes a shareholder of SouthGobi. Following  arm's-length negotiation between CHALCO and the relevant individuals, it  has been agreed that fees totalling $9-million would be paid by CHALCO  for the consulting services. Consultancy agreements have been entered  into with the president and chief executive officer, chief operating  officer, chief financial officer, and key vice-presidents, officers and  staff.

CHALCO has advised SouthGobi that it expects to mail the takeover bid  circular in connection with the proportional offer on July 5, 2012.

We seek Safe Harbor.




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