No Superior Offer was Received
Details of TGI Transaction Publicly Filed and Available to All
COEUR D'ALENE, ID, June 18 /CNW/ - WGI Heavy Minerals, Incorporated (TSX:
WG) today responded to a news release from Passport Capital LLC ("Passport" or
"the Dissident") that contains a series of false statements as part of its
efforts to gain control of the WGI Board of Directors at the Company's
June 25, 2008, Annual General Meeting.
The TGI Transaction
WGI Heavy Minerals recently announced the sale of Transworld Garnet India
(Pvt.) Limited (TGI) for approximately US$19.5 million. Through its 74%
interest in TGI, the Company's aggregate cash proceeds will be approximately
US$17.3 million. In addition, the transaction includes a related valuable
supply and distribution agreement with the buyer V.V. Mineral.
In its news release, Passport refers to an offer from a "credible third
party" and questions whether "WGI entered into the best transaction possible".
WGI states categorically that it has never received an offer superior to
the V.V. Mineral transaction. In the course of its auction process for the TGI
assets, WGI received a number of proposals with a wide range of purported
values but none of them offered more cash, fully financed, than the V.V.
Mineral offer or a concrete proposal for a distribution agreement that would
provide additional value for shareholders.
No other offer or proposal was received that met the four criteria to
maximize value for shareholders established by the current Board at the outset
of the TGI sales process and previously disclosed by the Company. The criteria
1. Maximum cash proceeds. This was achieved through approaches to all
likely bidders in the global industry and a competitive bidding
process which established the fair price for the asset.
2. A sales and distribution agreement that would provide a large and
steady supply of high-quality heavy minerals for WGI's international
distribution network. Only the V.V. Mineral offer provided for this.
3. That the transaction not be conditional on financing. As WGI has
repeatedly stated, the V.V. Mineral offer has no such conditions;
other bidders did.
4. A high likelihood that the sale could be completed within a
reasonable time. V.V. Mineral provided assurances that it could
complete the transaction; other bidders did not.
The V.V. Mineral offer best met these criteria. It provides real and
significant benefits to WGI shareholders and negotiations were well advanced
before Passport filed its Dissident Proxy Circular on June 3, 2008.
WGI has been advised that the offer referred to in Passport's news release
was in fact a non-binding proposal that was rejected by the Board because:
- the cash component was only US$10 million.
- the third party had no demonstrated ability to deliver the volume
quality and dependability required for the sales and distribution
agreement, based on WGI's past experience with it.
- the third party had no financing in place.
- the third party could not provide assurances that it could complete
its proposed transaction within a reasonable period.
The current Board concluded that pursuing a proposal that failed to meet
the basic criteria was not in the best interests of shareholders.
In its news release, Passport notes that "a higher-priced transaction
would allow for more cash to be distributed to shareholders". That is only
true if the price includes more cash. The third party proposal offered a
little more than half the cash offered by V.V. Mineral which is being used in
the Board's intended US$0.80 special distribution to WGI shareholders.
Disclosure of Transaction Details
Passport alleges that WGI has "purposefully delayed" the public filing of
the required transaction documents.
Passport's claim is not true. WGI issued a news release with all material
facts promptly after signing of the purchase agreement. The Company also filed
a material change report and copy of the purchase agreement before Passport
issued its news release and a full three days earlier than the time limits set
by securities regulations. The filing is available to all shareholders and
other interested parties at www.sedar.com.
Annual General Meeting of Shareholders
WGI confirms the Company's annual meeting remains scheduled for 10:a.m.
Toronto time on June 25, 2008. However, the location has been changed to the
University Ballroom East in the Park Hyatt Hotel, 4 Avenue Road, Toronto,
Ontario. The change will provide enhanced facilities for the Meeting.
The business to be transacted at the Meeting remains unchanged and is as
set forth in the Corporation's Notice of Meeting and Management Proxy Circular
each dated May 14, 2008 and previously delivered to shareholders.
WGI continues to recommend that shareholders vote FOR the Company's
nominees to the Board of Directors using the WHITE proxy. It reminds
shareholders that Glass Lewis & Co., a leading independent proxy advisory
firm, has recommended that shareholders vote to elect the Company nominees to
the Board of Directors and reject the nominees proposed by Passport.
The Company also reminds shareholders that Passport's nominees to the
Board do not own a single share of WGI according to Passport's own Dissident
Proxy Circular and its nominees interests are not aligned with shareholders
other than Passport.
Company Investor Presentation Available
WGI has prepared a presentation for shareholders outlining the reasons to
vote for the Company nominees to the Board of Directors. The presentation can
be accessed at the Company website, www.wgiheavyminerals.com.
THE PROXY TO VOTE IS WHITE - HERE'S HOW
Time is short. To be counted at the Annual Meeting, your proxy must be
signed, dated and submitted as soon as possible and no later than 10:00 am
EDT, Monday June 23, 2008.
You may vote your common shares by internet, telephone, facsimile or
mail. We suggest voting today no later than 24 hours prior to the deadline to
ensure your vote is received in a timely manner to be voted at the Meeting.
Mail is not recommended.
Please note that if you have mistakenly voted using the wrong proxy, you
have every right to change your vote by simply voting your WHITE proxy. This
action will cancel all previous votes since it is the later-dated proxy
received that will count at the meeting.
If you have any questions about the information contained in this
document or require assistance in completing your WHITE proxy form, please
contact our proxy solicitation agent at:
North American Toll Free Number: 1-866-676-3029
WGI Heavy Minerals, Incorporated is a fully integrated miner, producer,
and marketer of industrial-grade minerals and replacement part for ultra-high
pressure waterjet cutting systems. The Company's shares are listed on the
Toronto Stock Exchange under the symbol WG.
Note: Permission to quote from Glass Lewis & Co. was neither sought nor
This press release contains forward-looking statements concerning the
business, operations, and financial performance and condition of WGI Heavy
Minerals, Incorporated. A number of the matters discussed and statements made
in the press release contain forward-looking statements reflecting current
expectations regarding future assets. When used in this press release, the
words "believe", "anticipate", "intend", "estimate", "expect", "project", and
similar expressions are intended to identify forward-looking statements,
although not all forward-looking statements contain such words. These
forward-looking statements are based on current expectations and are naturally
subject to risks, uncertainties, and changes in circumstances beyond
management's control that may cause actual results to differ materially from
those expressed or implied by such forward-looking statements. Factors that
may cause such differences include but are not limited to: exploration and
development risks; risks related to permits and title to property; risks
related to foreign countries and regulatory requirements; operating hazards;
foreign currency fluctuations; competition; fluctuations in the market price
of mineral commodities and transportation costs; uncertainty as to
calculations of mineral deposit estimates; uninsured risks; and dependence
upon key management personnel and executives. Actual results may differ
materially from those expressed here. You should not place undue reliance on
such forward-looking statements. The Company is under no obligation to update
or alter such forward-looking statements, whether as a result of new
information, future events, or otherwise.
For further information:
For further information: Ed Kok, Investor Relations, 810 Sherman Ave.,
Coeur d'Alene, ID, 83814, U.S.A., (208) 770-2208, Fax (208) 666-4000,
www.wgiheavyminerals.com, E-mail: email@example.com