Waterton Announces Extension of Offer to Chaparral Shareholders
- Waterton extends bid deadline to April 22, 2014
- Chaparral Rights Plan to be immediately cease traded
TORONTO, April 8, 2014 /CNW/ - Waterton Precious Metals Fund II Cayman, LP ("Waterton") announced today that the cash offer by Waterton Precious Metals Bid Corp. (the "Offer") to acquire all of the outstanding common shares of Chaparral Gold Corp. ("Chaparral") not already held by it and its affiliates has been extended until 5:00 p.m. (Toronto time) on April 22, 2014.
Chaparral shareholders who tender to the Offer will be entitled to receive $0.50 in cash per share. All other conditions remain unchanged.
Waterton has agreed to extend the Offer until April 22, 2014, and Chaparral has agreed to the entry of an order immediately cease trading the securities issued or to be issued under the shareholder rights plan adopted by Chaparral on February 26, 2014 (the "Chaparral Rights Plan"). Waterton and Chaparral have jointly requested that the British Columbia Securities Commission issue the cease trade order on or prior to April 9, 2014. Waterton has also agreed that it will not take-up or pay for any shares deposited under the Offer, or purchase, either directly or indirectly or jointly or in concert with any other person, any shares of Chaparral, in each case prior to 2:00 p.m. (Toronto Time) on April 22, 2014. Waterton is entitled to communicate with shareholders of Chaparral and enter into lock-up agreements in respect of the Offer.
The parties' agreement with respect to the Chaparral Rights Plan means that Chaparral shareholders will be free to tender to Waterton's extended Offer without concern about triggering Chaparral's poison pill.
A Notice of Extension has been filed with the Canadian securities regulators and will be available for review at www.sedar.com. The Notice of Extension is also being mailed to Chaparral shareholders in accordance with the applicable Canadian securities laws.
The Offer was announced on February 18, 2014, and formally commenced on February 19, 2014. Although almost fifty days have passed since the Offer was announced, no competing transaction has emerged. The cease trading of the Chaparral Rights Plan now allows shareholders to realize the benefits of the Offer, which include the following:
- it allows shareholders an opportunity to realize a fixed value for their shares;
- investors can sell their shares free of broker commissions and fees;
- there is a very low likelihood of a competing offer emerging;
- the share price could decline if the Offer is not accepted;
- the Offer is not conditional on obtaining financing; and
- the Offeror has sufficient funding to pay for the entire transaction.
Waterton encourages shareholders of Chaparral and other interested parties to read the Offer and take-over bid circular and other materials relating to the Offer that have been filed by Waterton with the securities regulatory authorities in Canada and which are available at www.sedar.com, as they contain important information. These materials may be obtained without charge from Kingsdale Shareholder Services, the depositary and information agent for the Offer, by contacting them at 1-877-659-1818 (North American Toll Free Number) or 1-416-867-2272 (outside North America). For assistance in depositing Chaparral shares to the Offer, Chaparral shareholders should contact Kingsdale Shareholder Services, the depositary and information agent for the Offer, at 1-877-659-1818 (North American Toll Free Number) or 1-416-867-2272 (outside North America). Investors can also email email@example.com.
This press release does not constitute an offer to buy or the solicitation of an offer to sell any of the securities of Chaparral. This news release is not a substitute for these offer documents. The Offer has been made in the United States in compliance with Section 14(e) of, and Regulation 14E under, the U.S. Securities Exchange Act of 1934, as amended and otherwise in accordance with the requirements of Canadian law. Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to the timetable and settlement procedures that are different from those applicable under U.S. domestic tender offer procedures and laws.
Waterton is a leading mining-focused private equity fund dedicated to developing high quality precious metals projects located in stable jurisdictions. Waterton's cross-functional, fully-integrated, in-house team of professionals have significant mining, financial and legal expertise. Waterton's proactive approach to asset management, significant sector knowledge and ability to leverage extensive industry relationships has resulted in a strong track record of managing investments in the precious metals sector.
If you have any questions, or need assistance in depositing your Shares in Canada, please contact the Depositary and Information Agent for the Offer:
Kingsdale Shareholder Services
Toll Free (North America): 1‑877‑659‑1818
Outside North America Call Collect: 1‑416‑867‑2272
Certain statements in the press release are forward-looking information and forward-looking statements within the meaning of applicable securities laws (collectively, "forward-looking statements") which are prospective in nature. Forward looking 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 which could cause actual results to differ materially from the future results expressed or implied by the forward looking statements. These statements generally can be identified by the use of forward looking words such as "may", "should", "will", "could", "intend", "estimate", "plan", "anticipate", "expect", "believe" or "continue", or the negative thereof or similar variations. Many factors could cause the actual results, performance or achievements to differ materially from those expressed or implied by the forward-looking statements, including, without limitation, general business and economic conditions globally or in particular geographic regions in which Chaparral conducts business, the failure to meet certain conditions of the Offer, legislative and regulatory changes or actions, claims asserted against Waterton or its affiliates, competition, liquidity risk, changes in capital or securities markets and interest rate and foreign currency fluctuations. Such forward looking statements should therefore be construed in light of such factors, and Waterton is not under any obligation, and expressly disclaims any intention or obligation, to update or revise any forward looking statements, whether as a result of new information, future events or otherwise.
SOURCE Waterton Precious Metals Fund II Cayman, LPFor further information: Media Inquiries: Riyaz Lalani, Bayfield Strategy, Inc., 416-907-9365, firstname.lastname@example.org, www.bayfieldstrategy.com