On 18 March 2013 Cauldron Energy Limited ("Cauldron") (ASX: CXU) announced an unsolicited conditional takeover offer to acquire all the shares in Energia Minerals Limited ("Energia" or the ?Company?) (ASX: EMX) under which Cauldron will offer Energia shareholders 1 Cauldron share for every 8 Energia shares held ("Cauldron Offer"). Substantial shareholders reject the Cauldron Offer
Each of Energia's substantial shareholders, who together hold 48.19% of the issued capital of Energia, have today notified the Company in writing that based on the information currently available they do not intend to accept the Cauldron Offer at its current price of 1 share in Cauldron for every 8 shares held in Energia and on its current terms.
Each such shareholder has authorised Energia to make this statement regarding their intention.
The Cauldron Offer is subject to, amongst other things, a 90% minimum acceptance condition ("90% Minimum Acceptance Condition"). This condition cannot therefore be satisfied and, unless waived or the Cauldron Offer is amended and the intentions of those shareholders change, the Cauldron Offer cannot become unconditional and will fail.
Energia?s preliminary response to the Cauldron Offer
The Directors' detailed analysis of the Cauldron Offer and formal recommendation should the Cauldron Offer proceed will be contained in Energia's Target's Statement which will be sent to all shareholders shortly after Cauldron's Bidder's Statement has been received.
In the meantime, the Directors repeat their advice to shareholders to TAKE NO ACTION and make the following observations about the Cauldron Offer:
- The Cauldron Offer in its current form is likely to fail
For the reasons set out above, the 90% Minimum Acceptance Condition to the Cauldron Offer is currently incapable of being satisfied.
Even if the 90% Minimum Acceptance Condition was to be waived by Cauldron, if the intentions of those major shareholders do not change:
- Cauldron will be potentially be incapable of acquiring a majority interest in Energia through the Cauldron Offer, and
- the unspecified synergies referred to in Cauldron's offer announcement may not be available to accepting shareholders.
- The Cauldron Offer is highly conditional
In addition to the 90% Minimum Acceptance Condition, the Cauldron Offer is subject to a range of other conditions and thus is considered by the Board to be highly conditional.
- The Cauldron Offer is opportunistic
The implied price of the Cauldron Offer is opportunistically timed to coincide with historically low trading prices in Energia's shares.
For further information: Kim Robinson Managing Director +61 8 9321 5000 info@energiaminerals.com | For media enquiries contact: Nicholas Read Read Corporate +61 8 9388 1474 |