NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
Transaction with JSW to be Restructured as a Merger
ROAD TOWN, Tortola, British Virgin Islands, Dec. 16 /CNW/ - CIC Energy
Corp. ("CIC Energy" or the "Company") (TSX:ELC, BSE:CIC Energy) today
announces that it has entered into a binding supplementary agreement
(the "Supplementary Agreement") with JSW Energy Limited ("JSW"), which
supplements the Acquisition Agreement referred to in CIC Energy's news
release of November 23, 2010.
Under the terms of the Supplementary Agreement, the legal structure for
completing the proposed acquisition has been changed from a take-over
bid to a merger. CIC Energy has agreed to support a merger of CIC
Energy with JSW Energy Natural Resources (BVI) Limited ("JSWBVI"), a
wholly owned subsidiary of JSW, with JSWBVI being the surviving entity
(the "Merger"). Upon the completion of the Merger, the shareholders of
the outstanding shares of CIC Energy, including any shares issued
pursuant to the exercise of outstanding options, will receive CDN$7.42
per share (being the same price as contemplated under the Acquisition Agreement). This completion
of the Merger remains subject to the satisfaction of the same
conditions as specified under the Acquisition Agreement, plus three
additional conditions as discussed further below that result from the
change in the transaction structure to a merger.
"The price to be offered to shareholders has not changed at CDN$7.42 per
share," said Mr. Warren Newfield, Chairman and CEO of CIC Energy.
"Today's news is simply a change in the legal structuring of the
proposed acquisition of CIC Energy by JSW."
CIC Energy will be holding a special meeting of shareholders (the
"Meeting") to consider and approve the Merger. The Meeting is scheduled
to take place on January 21, 2011. The record date is December 8, 2010.
Under the terms of the Supplementary Agreement, a Notice of Special
Meeting and Management Information Circular containing information
regarding the Merger, as well as details on the voting procedure, will
be mailed to CIC Energy shareholders no later than December 30, 2010.
The delay, from the previously indicated mailing date of December 20,
2010, is due to the additional time needed to prepare the Circular to
effect the change in the transaction structure.
CIC Energy's financial advisor, Deutsche Bank Securities Inc. ("Deutsche
Bank") has revised its fairness opinion, which remains unchanged from
the initial fairness opinion issued in relation to the Acquisition
Agreement. In Deutsche Bank's opinion, subject to the assumptions,
qualifications and limitations set forth in such opinion, the
consideration payable to shareholders of CIC Energy (other than JSW and
its affiliates) pursuant to the Merger is fair, from a financial point
of view, to such shareholders.
The Supplementary Agreement has been approved by the board of directors
of CIC Energy. CIC Energy's board has determined to recommend that
shareholders of CIC Energy vote in favour of the Merger.
The Merger is expected to close no later than February 28, 2011 (the
"Completion Deadline"), subject to the satisfaction of the same conditions precedent as set out
in the Acquisition Agreement. In addition to such conditions, the
completion of the transaction under the Supplementary Agreement is also
subject to: the resolution approving the Merger being passed by a
majority of the votes cast at the Meeting; holders of not more than 5%
of the issued and outstanding CIC Energy shares having exercised their
dissent rights in respect of the Merger; and the Meeting having been
held on or before January 24, 2011.
Motilal Oswal Investment Advisors Pvt Ltd is the strategic advisor to
CIC Energy for this transaction and Deutsche Bank Securities Inc. is
the financial advisor to the Special Committee of the CIC Energy board
About CIC Energy Corp.
CIC Energy Corp. is engaged in the advancement of the Mmamabula Energy
Complex at the Mmamabula Coal Field in Botswana, Africa. This planned
Complex consists of the Mmamabula Energy Project, the Mookane Domestic
Power Project, the Export Coal Project and a potential
CIC Energy has a treasury of approximately CDN$23 million and has
52,573,969 million shares outstanding and 70,160,417 shares fully
diluted including 13,061,448 million warrants which have not vested.
CIC Energy is listed on the Toronto Stock Exchange (TSX:ELC) and the
Botswana Stock Exchange (BSE:CIC Energy).
About JSW Energy Limited
JSW is a power company listed on the National Stock Exchange and the
Bombay Stock Exchange. JSW Energy is the independent power arm of the
rapidly growing JSW Group. It is focused on delivering power solutions
in the states of Karnataka, Maharashtra, Rajasthan, and Himachal
Pradesh. The company has an operational capacity of 1,430 MW;
additionally 1,710 MW of generating capacity is in an advanced stage of
completion. The company is targeting an aggregate generation capacity
of 12,070 MW by 2015-16. JSW Energy is an early entrant in the power
trading business and is planning a presence in power transmission,
distribution, generation through non-conventional sources, and tie-ups
with well-known equipment manufacturers and suppliers. JSW Energy is
working towards becoming a full-service integrated energy company.
JSW Group, under the leadership of Mr. Sajjan Jindal, is US$5 billion
enterprise with interests across various core economic sectors - Steel,
Energy, Cement, Aluminium, Minerals, Infrastructure & logistics and IT.
The group apart from a Pan-India presence has global footprints across
North America, South America, Africa, Europe and Middle East. JSW
group has a market captialisation of over US$ 10 billion. JSW Steel
Limited, the flagship company of the JSW Group, is the largest private
sector steel manufacturer in India in terms of installed capacity.
This news release contains certain "forward-looking information". All
statements, other than statements of historical fact, that address
activities, events or developments that CIC Energy believes, expects or
anticipates will or may occur in the future are forward-looking
information. Such forward looking information reflects the current
expectations or beliefs of CIC Energy based on information currently
available to CIC Energy. Such forward-looking information includes,
among other things, statements regarding the structure and timing of
the Merger and the Meeting (including the expected timing of mailing of
the materials in connection with the Meeting). Forward-looking
information is subject to significant risks and uncertainties and other
factors that could cause the actual results to differ materially from
those discussed in forward-looking information, and even if such actual
results are realized or substantially realized, there can be no
assurance that they will have the expected consequences to, or effects
on, CIC Energy or its shareholders.
Factors that could cause actual results or events to differ materially
from current expectations include, but are not limited to, alternative
transactions involving third parties which may result in the
termination of the Merger Agreement and/or the terms of the Merger
Agreement being changed, the failure of the parties to satisfy the
conditions precedent to the completion of the Merger (including, but
not limited to, the failure of the shareholders of CIC to approve the
Merger, the failure to obtain specified governmental and third party
assurances and/or regulatory approvals, the occurrence of a material
adverse change respecting the Company, the failure of CIC Energy to
amend and/or terminate certain contracts within the requisite time, the
failure of CIC Energy to obtain renewals of the Company's mineral
licences covering its coal resources, and shareholders of CIC
representing more than 5% of the total outstanding shares of the
Company having validly exercised dissent rights in connection with the
Merger), and other factors.
Forward-looking information speaks only as of the date on which it is
made and, except as may be required by applicable securities laws, CIC
Energy disclaims any intent or obligation to update any forward-looking
statement, whether as a result of new information, future events or
results or otherwise. Although CIC Energy believes that the
assumptions inherent in forward-looking information (including, without
limitation, that the conditions to completing the Merger are satisfied
within the times required) are reasonable, forward-looking statements
are not guarantees of future performance and accordingly, undue
reliance should not be put on such statements due to the inherent
SOURCE CIC Energy Corp.
For further information: For further information:
For additional information on CIC Energy and its projects visit the Company's website at www.cicenergy.com or contact:
Erica Belling, CFA, P.Eng.
VP Investor Relations
Tau Capital Corp.
Tel: (416) 361-9636 x 243