(WGI Heavy Minerals, Inc.; TSX: WG)
SAN FRANCISCO, CA, June 19 /CNW/ - PASSPORT CAPITAL, LLC (Passport)
announced today that it has reviewed Beach Minerals Company's (BMC) press
release of yesterday. In yesterday's release, BMC sets out that, on April 22,
2008, it delivered to Mr. Covell Brown, Chairman and then Chief Executive
Officer of WGI Heavy Minerals, Inc (TSX: WG), an offer to purchase all the
shares of WGI's subsidiary, Transworld Garnet India (Pvt.) Limited (TGI) for
US$25 million cash.
According to the documents made public by BMC, it also appears that BMC
had offered to supply minerals to WGI, including an assured minimum supply of
60,000 metric tons annually of garnet, for a three-year term with annual
renewals thereafter. The documents also suggest that BMC had indicated that it
could secure the necessary financing to complete the transaction and that it
expected to close the transaction within 8 to 10 weeks from the date of
execution of a letter of intent, which would presumably mean a closing of the
transaction prior to August 2008.
WGI did not conclude a transaction with BMC and instead has agreed to
sell TGI to V.V. Mineral for total aggregate cash proceeds of approximately
US$19.5 million, of which WGI's share would be approximately US$17.3 million
corresponding to its 74% equity interest in TGI. Based on available
information, it is unclear whether WGI decided to sell TGI to V.V. Mineral for
US$5.5 million less than what had been offered by BMC, and, if so, why? As BMC
is the largest heavy minerals company in India and had previously supplied
garnet and heavy minerals to WGI, it would presumably have to have been
considered a credible purchaser for TGI.
In its press release of yesterday, WGI stated that, apart from the deal
struck with V.V. Mineral, no other offer met the four criteria to maximize
value for shareholders that had been established by WGI's current board,
namely, the transaction price, the inclusion of a distribution agreement, that
the transaction not be conditional on financing and that there be a high
likelihood that the sale could be completed within a reasonable time. Based on
the documents made public by BMC, it is not, in Passport's view, readily
apparent which, if any, of the above criteria BMC's offer did not meet.
In its press release of yesterday, WGI does not mention BMC by name nor
does it explain on what grounds BMC's specific offer was rejected. Passport
urges WGI to clearly explain, for the benefit of all shareholders, why it
ended negotiations with BMC. While Passport understands that there may be
outstanding litigation between TGI and a principal of BMC, Passport is led to
believe that WGI did entertain a serious offer from BMC for TGI. What is not
clear is exactly why WGI ceased its negotiations with BMC and then finalized a
potentially lower-priced deal with V.V. Mineral? Also not mentioned is whether
WGI had obtained a fairness opinion that indicated what would be a fair and
reasonable price for the TGI assets. Passport notes that it should not be
accused by WGI of "getting the facts wrong" when WGI is in a position to
control the facts and information disclosed to shareholders.
Passport believes that WGI's board should disclose to shareholders which
criteria were not met by BMC's offer and why a transaction was instead
concluded with V.V. Mineral. Passport would also request that WGI explain any
relationship between the two vendors involved in the transaction, namely WGI's
wholly-owned subsidiary, Transworld Garnet Company Ltd. and its co-investor,
Heavy Industrial Minerals India (Pvt.) Limited (as well as their respective
principals and shareholders), and any related or affiliated party of WGI,
including WGI's directors and officers.
Passport believes that WGI's shareholders, who will vote to either
re-elect WGI's board members or replace them with the new directors proposed
by Passport, have the fundamental right to base their decision on full and
complete disclosure. Once WGI's shareholders have had the opportunity to
assess all information related to these transactions, Passport is confident
that they will determine that it is Passport's director nominees that,
together, possess the required financial, operational and industry experience
to provide the strategic direction that WGI needs to protect and increase
Passport notes that its interests are entirely aligned with the interests
of all of WGI's shareholders. Passport has stated that its director nominees
have indicated their intention to support a transaction concluded in the best
interests of WGI's shareholders. Passport's director nominees also support the
potential cash dividend to WGI's shareholders. Passport denies WGI's
suggestions that Passport is attempting to take "control of the board" or the
cash resources of WGI.
Passport is a value investor with a long-term investment horizon seeking
to increase WGI's value for the benefit of all shareholders. If Passport's
director nominees are elected, Passport will have no greater ownership or
financial interest in WGI than it has today and no greater ability to
determine the outcome of future board elections. The only way that Passport
can benefit from the election of its director nominees is by increasing WGI's
share price, an improvement that will benefit all shareholders.
Passport continues to urge shareholders to vote the YELLOW proxy as soon
as possible and prior to 5:00 p.m. (EDT) on June 20, 2008. Please note that if
you have already voted using management's proxy, you have every right to
change your vote by simply voting the enclosed YELLOW proxy. This action
cancels all previous votes - only your latest dated proxy counts. For more
information, Passport directs shareholders to please contact Passport's proxy
CAST YOUR VOTE NOW - HERE'S HOW
To ensure your vote counts, vote your YELLOW proxy TODAY. Time is
critical - please act immediately.
THE QUICKEST WAY TO VOTE IS TO LOG-ON TO WWW.PROXYVOTE.COM AND TO ENTER
THE TWELVE DIGIT CONTROL NUMBER THAT IS LOCATED ON YOUR YELLOW PROXY.
Your proxy must be received from you or your intermediary no later than
5:00 p.m. (EDT) on June 20, 2008 in order to ensure it will be
represented at the meeting.
Please note that if you have already voted using management's proxy, you
have every right to change your vote by simply voting the enclosed YELLOW
proxy. This action cancels all previous votes - only your latest dated proxy
ONLY FOLLOW THE DIRECTIONS ON THE YELLOW PROXY
For your proxy vote to count, you must follow the directions on the
How do I vote my YELLOW proxy?
If you are a registered shareholder (i.e. you do not hold your shares
with a broker), sign, date and fax your YELLOW proxy to the number indicated
on the proxy form. If you do not have access to a fax machine, please return
the YELLOW proxy promptly in the postage-paid envelope provided.
If you hold your shares with a broker (i.e. you are a non-registered
holder), sign, date and return your YELLOW proxy or YELLOW voting instruction
form to the FAX number indicated on the YELLOW proxy form or YELLOW voting
instruction form, or otherwise follow the instructions on your YELLOW proxy
form or voting instruction form.
I have multiple holdings. Do I need to return a proxy for each holding?
Yes. If you hold your shares in multiple accounts, you will receive a
YELLOW proxy for each account. In order to ensure that your common shares are
fully represented at the meeting on June 25, 2008, it is important that you
properly execute and return each YELLOW proxy that you receive.
Please contact our proxy solicitor if you have questions about the
Passport materials, or need assistance in voting?
Shareholder Services Inc.
The Exchange Tower
130 King Street West, Suite 2950, P.O. Box 361
North American Toll Free Phone:
Outside North America, Banks and Brokers Call Collect:
Toll Free Facsimile: 1-866-545-5580
PASSPORT CAPITAL, LLC
Passport Capital, LLC is a San Francisco based global investment firm
with approximately US$4.5 billion of assets under management. Passport and its
principals have extensive experience investing in the Canadian, U.S. and
global capital markets. The funds it manages are long-term, value-oriented
shareholders which, as of the date hereof, collectively own or control an
aggregate of 3,080,500 common shares of WGI, representing approximately 13.1%
of the currently outstanding common shares, making them today the largest
shareholders of WGI.
Certain statements contained in this press release may constitute
forward-looking statements. Such statements reflect Passport's current views
and intentions with respect to future events and are subject to certain risks,
uncertainties and assumptions. Many factors could cause the actual results,
performance, actions or achievements of WGI or others that may be expressed or
implied by such forward-looking statements to vary from those described herein
should one or more of these risks or uncertainties materialize. Such factors
include, but are not limited to, economic, business, technological,
competitive and regulatory factors as well as the terms of contractual
commitments to which WGI is subject of which Passport is not aware.
For further information:
For further information: Kingsdale Shareholder Services Inc., North
American Toll Free Phone: (1-800-775-4067); Outside North America, Banks and
Brokers Call Collect ((416) 867-2272)