VANCOUVER, Sept. 9 /CNW/ - Pala Investments Holdings Limited ("Pala")
announced today that, through an indirect wholly owned subsidiary, it is
making an offer of $0.36 per share in cash to acquire all the outstanding
common shares of Rockwell Diamonds Inc. ("Rockwell", TSX: RDI, JSE:RDI,
The offer includes the rights associated with the common shares under the
Rockwell shareholder rights plan, but not other rights, options or warrants.
At $0.36 per share, the offer is valued at $85.7 million and represents a
premium of approximately 84.6% over the closing price of the Rockwell common
shares on the Toronto Stock Exchange on September 8, 2008, the last trading
day prior to the announcement of the offer. It also represents a premium of
approximately 83.5% over the volume-weighted average trading price of Rockwell
shares on the TSX during the last 20 days on which it has traded.
Pala has purchased shares of Rockwell over the past year and currently
beneficially owns approximately 19.9% of the company's outstanding shares.
"This all-cash offer provides other Rockwell shareholders with a
substantial premium and significant value certainty for their investment,"
said Joseph Belan, Managing Director of Pala Investments AG, advisor to Pala.
"It is the culmination of our efforts in recent months to convince the
management and Board of Directors of Rockwell to pursue a range of
value-enhancing options, including Pala's recent friendly offer to acquire the
company. No action was taken on any of these options, leaving us with no
alternative but to take this offer directly to Rockwell shareholders."
The offer expires at 5:00 p.m. Vancouver time, November 10, 2008. It is
conditional on, among other things, a sufficient number of Rockwell shares
being validly deposited under the offer and not withdrawn that, combined with
the number of Rockwell shares then owned by Pala and its affiliates, would
represent not less than 66 2/3% of the then-outstanding Rockwell shares, on a
It is also conditional on Pala being provided with information relating
to Rockwell and its subsidiaries and their respective businesses, including
access to the management of Rockwell and its subsidiaries by no later than
September 24, 2008, as well as Pala being satisfied, upon completion of its
review of the information, that there are no facts or other information that
might make it inadvisable Pala to proceed with its offer. Pala expects to
complete such review within three weeks of the date upon which it is provided
In addition, the offer is subject to customary conditions and regulatory
approvals. The full terms of the offer and its conditions are included in a
takeover bid circular dated September 9, 2008 being filed with Canadian
securities regulators today. The circular will be available at www.sedar.com.
Pala has engaged CIBC World Markets as financial advisor and Stikeman
Elliott LLP as legal counsel for this transaction.
Based in Vancouver, B.C., Rockwell Diamonds Inc. owns interests in
alluvial diamond projects and properties in South Africa and the Democratic
Republic of Congo.
Pala Investments Holdings Limited, based in Jersey, Channel Islands, is a
US$1.2 billion multi-strategy investment company with a particular focus on
mining and natural resource companies in both developed and emerging markets.
Pala Investments' exclusive investment advisor, Pala Investments AG, is a
Switzerland-based team with extensive experience within the mining and natural
resource sectors. Pala Investments seeks to assist companies in which they
have long-term shareholdings by providing strategic advice and innovative
This press release contains summary information only about the bid by
Pala. Complete information about the bid can be obtained by referring to the
offer and take-over bid circular filed today with Canadian securities
Certain statements in the press release are forward-looking statements
and 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. These statements
generally can be identified by the use of forward-looking words such as "may",
"should", "will", "could", "intend", "estimate", "plan", "anticipate",
"expect", "believe" or "continue", or the negative thereof or similar
variations. Such statements are qualified in their entirety by the inherent
risks and uncertainties surrounding future expectations. Important factors
that could cause actual results to differ materially from the expectations of
Pala include, among other things, general business and economic conditions
globally or in particular geographic regions in which Rockwell and its
subsidiaries conduct business, the failure to meet certain conditions of the
Offer, the inability to attract and retain qualified employees, competition,
regionally and internationally, changes in law, disruptions in business
operations due to reorganization activities, and interest rate and foreign
currency fluctuations. Such forward-looking statements should therefore be
construed in light of such factors, and Pala is not under any obligation, and
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.
Information concerning Rockwell contained in this press release and has
been taken from, or is based upon, publicly available information and records
on file with Canadian securities regulatory authorities and other public
sources. Rockwell has not reviewed this press release and has not confirmed
the accuracy and completeness of the information in respect of Rockwell
contained herein. Although Pala has no knowledge that would indicate that any
statements contained herein concerning Rockwell taken from or based on such
documents and records are untrue or incomplete, neither Pala, nor any of its
affiliates, nor any of their respective directors or officers, assumes any
responsibility for the accuracy or completeness of such information or for any
failure of Rockwell or its directors or officers to disclose events or facts
which may have occurred or which may affect the significance or accuracy of
any such information but which are unknown to it.
The offer is being made for the securities of a Canadian issuer and the
offer is subject to Canadian disclosure requirements. Shareholders should be
aware that such disclosure requirements are different from those of the United
For further information:
For further information: John Lute, Lute and Company, (416) 929-5883