- 100% cash offer
- Attractive premium of 21% over UraMin 20-day average share price(1)
as of June 8, 2007(2)
- AREVA and UraMin entered into a support agreement in respect of
AREVA's offer to acquire all the outstanding UraMin shares by way
of a take-over bid
- Full support of UraMin Board of Directors
- Lock-up agreements in respect of approximately 25% of shares
- An acquisition which perfectly fits into AREVA's strategy to
significantly increase its uranium production in the medium term
PARIS, June 15 /CNW/ - AREVA and UraMin Inc. ("UraMin") today entered
into an agreement in respect of AREVA's friendly cash offer for 100% of the
share capital of UraMin (the Offer"). UraMin is listed in London (AIM) and
Toronto (TSX). AREVA (Euronext Paris) already owns 5.5% of UraMin's share
This cash offer of AREVA will be made through its indirect wholly-owned
subsidiary CFMM Développement ("AREVA") based on a price of US$ 7.75 per
UraMin share. The total ofer consideration amounts to more than USD
2.5 billion for 100% of the fully diluted share capital of UraMin(3). This
represents a premium of 21% over UraMin 20-day weighted average trading
price(1) ending on June 8, 2007(2).
The UraMin Board of Directors, after consulting with its financial
advisors, has detrmined that the offer is fair and in the best interest of the
UraMin shareholders and it has resolved to recommend acceptance of the Offer.
BMO Capital Markets has provided an opinion that the offer is fair, from a
financial point of view, to the UraMin shareholders.
In connection with the offer, all directors and certain other
shareholders rpresenting approximately 25% of the outstanding UraMin shares
(calculated on a fully diluted basis) have entered into lock-up agreements
with AREVA pursuant to which they have agreed to tender all their UraMin
shares to AREVA's offer.
The suport agreement entered into between AREVA and UraMin provides for,
among other things, in case a superior proposal is accepted by UraMin, a right
to match in favour of AREVA. The support agreement also includes a break up
fee in favour of AREVA of US$ 75 milion under certain circumstances.
The offer and take-over circular will be mailed to UraMin shareholders in
the comin days. The offer period will be open for not less than 35 days. The
offer is conditional upon, in particular, the tendering of a minimum of 75% of
the outstanding UraMin's shares on a fully diluted basis, including the 5.5%
shares held by AREVA.
Concurrently with the closing of the proposed offer, UraMin will declare
a dividendpayable in shares of the capital of Niger Uranium Limited held by
UraMin (where permitted by law) or a cash equivalent of the value of such
shares. Further details will be provided at the time of the mailing of UraMin
"UraMin has benefited from its founders' dynamism and know-how to
identify significant mining resources on the African continent. The
commissioning of these assets would enable AREVA to develop and further
diversify its sourcing, thereby securing its clients' long term uranium needs.
UraMin's acquisition perfectly fits into AREVA's strategy in the mining
sector. It will allow combining the mining resources of both companies, as
well as their respective human expertise. For AREVA, it will result into a
significant increase of its uranium production in the medium term.
Through the main projects, located in South Africa, Namibia, and Central
African Republic, AREVA plans to reach a yearly production of about 18mio Lbs
of U3O8 by 2012. AREVA has the technical and commercial capabilities to
rapidly commission UraMin projects and market its production." explains
Olivier Mallet, AREVA Senior Executive Vice President of the Mining, Chemistry
and Enrichment sector of AREVA.
Mr. Stephen R. Dattels, UraMin's founder and Executive Deputy Chairman
said today that "UraMin's potential production capability gives AREVA the
opportunity to strengthen its position as one of the largest uranium producers
in the world. Combined with the integrated business model of AREVA all along
the nuclear value chain, access to long-term sources of uranium will reinforce
AREVA's ability to provide security of supply to its costumers. For UraMin's
shareholders, the proposed offer by AREVA provides a unique opportunity to
realize an attractive premium today and to participate in an exciting new
uranium vehicle with drill ready properties in Niger."
Mr. Dattels went on to say, "I would like to thank the directors,
management and employees of UraMin for their tremendous contribution since the
inception of UraMin in 2005. Their hard work and vision enabled us to create
over US$2.5 billion of market value in just over two years time, making UraMin
a major success story in the mining sector."
BMO Capital Markets is acting as financial advisors to UraMin and Heenan
Blaikie LLP is acting as legal counsel to UraMin.
NM Rothschild & Sons Canada Limited is acting as financial advisor to
AREVA and Blake Cassels & Graydon LLP is acting as legal counsel to AREVA.
FOR FURTHER INFORMATION ON THE OFFER:
A conference call will take place today, June 15, at 4:00pm CET.
To reach the conference, please call:
- From France: +33 (0)1 70 99 42 66
- From North America: + 1 718 354 1357
- From UK: +44 (0)20 7138 0817
To access to the slide-show, click on the following link:
More about AREVA
With manufacturing facilities in 41 countries and a sales network in more
than 100 countries, AREVA offers customers reliable technological solutions
for CO(2)-free power generation and electricity transmission and distribution.
We are the world leader in nuclear power and the only company to cover all
industrial activities in this field. Our 61.000 employees are committed to
continuous improvement on a daily basis, making sustainable development the
focal point of the group's industrial strategy. AREVA's businesses help meet
the 21st century's greatest challenges: making energy available to all,
protecting the planet, and acting responsibly towards future generations.
Press Office : Charles Hufnagel/Julien Duperray
T: +33 1 34 96 12 15 email@example.com
Investors Relations : Frédéric Potelle
T: +33 1 34 96 14 08 firstname.lastname@example.org
More about UraMin
UraMin Inc. (www.uramin.com) was founded in February 2005 and its shares
are traded on the AIM market of the London Stock Exchange and the Toronto
Stock Exchange under the symbol 'UMN'. The Company was established to acquire
and develop mineral properties, predominantly uranium. The Company currently
has working capital of approximately US$285 million and a market
capitalization of approximately US$2 billion on an undiluted basis.
UraMin is currently focusing on the development of its advanced
exploration projects at Trekkopje in Namibia, Bakouma in the Central African
Republic and Ryst Kuil in South Africa. Through the South African joint
venture, UraMin also enjoys additional prospecting license applications for
important uranium deposits in the Karoo, South Africa.
This announcement does not constitute or form part of any offer to sell
or invitation to purchase any securities or solicitation of an offer to buy
any securities, pursuant to the Offer or otherwise. The Offer will be made
solely by the formal offer and take-over bid circular, which will contain the
full terms and conditions of the Offer, including details of how the Offer may
This announcement is for information purposes and is not a substitute for
the formal offer and take-over bid circular. Copies of the offer and take-over
bid circular and other materials relating to the Offer can be obtained when
they become available free of charge at the SEDAR website at www.sedar.com.
This document contains statements which are, or may be deemed to be,
"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. Often, but not always, forward-looking statements can be
identified by the use of forward-looking words such as "plans", "expects" or
"does not expect", "is expected", "budget", "scheduled", "estimates",
"forecasts", "intends", "anticipates" or "does not anticipate", or "believes",
or variations of such words and phrases or statements that certain actions,
events or results "may", "could", "should", "would", "might" or "will" be
taken, occur or be achieved. Such statements are qualified in their entirety
by the inherent risks and uncertainties surrounding future expectations. Such
forward looking statements involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or achievements
of UraMin to be materially different from any future results, performance or
achievements expressed or implied by the forward looking statements. Important
factors that could cause actual results, performance or achievements of UraMin
to differ materially from the expectations of UraMin include, among other
things, general business and economic conditions globally, commodity price
volatility, industry trends, competition, changes in government and other
regulation, including in relation to the environment, health and safety and
taxation, labor relations and work stoppages, changes in political and
economic stability, the failure to meet certain conditions of the Offer and/or
the failure to obtain the required approvals or clearances from regulatory and
other agencies and bodies on a timely basis or at all, the inability to
successfully integrate UraMin's operations and programs with those of AREVA,
incurring and/or experiencing unanticipated costs and/or delays or
difficulties relating to integration of UraMin, disruptions in business
operations due to reorganization activities and interest rate and currency
fluctuations. Such forward-looking statements should therefore be construed in
light of such factors.
Other than in accordance with its legal or regulatory obligations, AREVA
is not under any obligation and AREVA 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.
Neither the Toronto Stock Exchange nor the AIM has reviewed and does not
accept responsibility for the adequacy or accuracy of the release.
(1) Calculated based on UraMin's 20-day volume weighted average trading
price on the Alternative Investment Market of the London Stock
Exchange ending on June 8, 2007
(2) Last trading day prior to the date on which UraMin announced it had
entered into negotiations regarding a potential sale of the company
(3) The existing number of UraMin shares is currently about 277M.
Given the number of options and warrants that have been emitted,
UraMin share capital is made of 323M of shares on a fully diluted
For further information:
For further information: UraMin Inc, Neil Herbert, Finance Director,
Tel: +44 77 85 95 77 84; Stephen R. Dattels, Executive Deputy Chairman; Tel:
+44 79 17 73 92 49