Caisse, FTQ and Colonial would receive 80% of their $78,823,000 debenture
Non-tendering debenture holders would receive 101% of their debenture
amount from CZZ
Additional 21% payment to non-tendering debenture holders costs CZZ a
maximum of $12.3 million from its cash resources
TORONTO, Nov. 2 /CNW/ - Jaguar Financial Corporation (TSX: JFC) ("Jaguar") today announced that Jien Canada Mining Ltd. ("Jien") can waive the two-thirds minimum tender condition for holders ("Holders") of debentures (the "Debentures") of Canadian Royalties Inc. (TSX: CZZ) ("CZZ") and pay tendering Holders 80% under its offer ("Jien Offer") and arrange for CZZ to pay non-tendering Holders 101% under the Debenture indenture.
Jien Not Expected to Meet Minimum Tender Condition
Jaguar anticipates that Jien will not meet its two-thirds tender condition for the Debentures on November 10 as the Holders of at least $44.57 million in Debentures or 32.4% of the total principal amount of Debentures have indicated to Jaguar they will not tender to the Jien Offer.
Jaguar assumes that the Caisse de Depôt (the "Caisse') will not withdraw its Debentures tendered under the Jien Offer. Fonds Solidarité du Travaileurs du Québec ("FTQ") and Colonial First Asset ("Colonial") are required by their lock-up agreements with Jien to maintain the deposit of their Debentures under the Jien Offer. The Debentures tendered by the Caisse, FTQ and Colonial account for $78,873,000 principal amount of the Debentures.
Jaguar does expect that more than two-thirds of the CZZ shares will be tendered by November 10.
Coercive Press Statements by Jien Conflict with Take-Over Bid Circular
Jaguar notes the statements made by Jien in its press releases dated October 28 and 30 that the Jien Offer provides its "best and final prices for the Shares and Debentures" and that the Jien Offer is "full and final" and "will not, under any circumstances, be increased in price, extended past November 10th, 2009 (if unsuccessful), or the terms otherwise varied."
These statements are coercive and are designed to threaten the Debenture Holders that Jien will walk from the Jien Offer if the two-thirds minimum tender condition is not met. However, as stated above, there clearly is a circumstance where the tender condition is not met and yet Jien could waive the tender condition and thereby CZZ would be required to pay 101% to the non-tendering Holders of Debentures. A waiver is not an amendment or variation of the Jien Offer. Furthermore, this 101% payment would not be a "price increase" under the Jien Offer but rather a payment required by CZZ under the Debenture indenture.
Vic Alboini stated: "We find it quite unfair and disconcerting that Jien makes definitive coercive statements in the press which are contradictory to its take-over bid circular which clearly states, as all circulars do, that the Jien Offer may be varied or extended. Jien should not be allowed to amend its circular by press release."
"If Jien is not going to increase the price then it should correct its take-over bid circular which says that Jien may increase the price offered; if Jien will not vary any other terms then again Jien should correct its circular which says that Jien may vary or amend its Offer, and Jien should also indicate whether it would waive the minimum tender condition and under what circumstances," added Mr. Alboini.
Two-Tiered Payment Solution if Jien Waives the Tender Condition
While Jien has stated in its recent press releases that the price for the Debentures will not be increased, the terms of its Jien Offer will not be varied or extended; Jien has not stated in its press release if it would waive the two-thirds condition for the Debentures.
Jaguar believes that Jien can acquire more than two-thirds of the CZZ shares tendered, waive the two thirds condition for the Debentures and take up and pay 80% of the principal amount of Debentures tendered by the Caisse, FTQ and Colonial and any others who tender. In this event due to the change of control under the Debenture indenture, CZZ would be required to pay by December 10, 2009 101% of the principal amount of the Debentures that are not tendered.
Most importantly, Holders of tendering Debentures including the Caisse, FTQ and Colonial would not receive 101% because their Debentures would be owned by Jien under this assumed scenario. In addition, the 101% payment is not a "Superior Proposal" under the terms of the Lock-Up Agreements of FTQ and Colonial, which means Jien would not be required to make an additional 21% payment to each of FTQ and Colonial.
Vic Alboini, Chairman and CEO of Jaguar stated: "There is clearly a built-in two-tiered solution in the Jien Offer if Jien waives the two-thirds minimum tender condition for the Debentures which would cost CZZ a maximum of $12.3 million to pay non-tendering Holders 101% of their principal amount."
"If Debenture Holders believe, as we do, that Jien will not meet its two-thirds condition for the Debentures, there is no incentive to tender Debentures because Jien could waive this minimum tender condition and tendering Holders would receive an 80% payment from Jien and non-tendering Holders would receive a 101% payment from CZZ," added Mr. Alboini.
About Jaguar Financial Corporation
Jaguar is a Canadian merchant bank that invests in undervalued small capitalization companies in a variety of industry sectors.
The Toronto Stock Exchange does not accept responsibility for the adequacy or accuracy of this news release. This news release may contain certain forward looking statements which involve known and unknown risks, delays, and uncertainties not under Jaguar's control which may cause actual results, performances or achievements of Jaguar to be materially different from those implied by such forward looking statements.
SOURCE Jaguar Financial Corporation
For further information: For further information: For additional information on this press release, please contact: Vic Alboini, Chairman & Chief Executive Officer, (416) 644-8110 or Kyler Wells, General Counsel & Corporate Secretary, (416) 644-8177