WATERDOWN, ON AND COEUR D'ALENE, ID, July 13, 2012 /CNW/ - Opta Minerals Inc. ("Opta Minerals") (TSX: OPM) and WGI Heavy Minerals, Incorporated ("WGI") (TSX: WG) jointly announced today that the parties have entered into a support agreement (the "Support Agreement"), pursuant to which Opta Minerals has agreed, subject to the terms and conditions of the Support Agreement, to make an offer to acquire all of the outstanding common shares of WGI for C$0.60 in cash per share by way of a take-over bid (the "Offer").
The Offer price of C$0.60 per WGI common share represents a premium of 140% to the closing price of WGI common shares on the TSX on July 12, 2012 (the last trading day prior to the announcement of the Offer) and 114% to the volume weighted average price of WGI common shares on the TSX for the 20-day period ended July 12, 2012. The Offer values WGI at approximately C$15.45 million on a fully-diluted basis. The 52 week high for the WGI common shares on the TSX is C$0.51 (on July 15, 2011).
In connection with the execution of the Support Agreement, all of the directors and officers of WGI and certain of its significant shareholders, collectively holding approximately 61.3% of the outstanding WGI common shares on a fully-diluted basis, entered into lock-up agreements with Opta Minerals, pursuant to which they have agreed to tender to the Offer all of the WGI common shares held by them (including common shares issuable upon exercise of options).
The Board of Directors of WGI, upon the recommendation of its special committee after consultation with its advisors, has unanimously determined that the Offer is in the best interests of WGI and its shareholders and recommends that WGI shareholders tender their shares to the Offer. MPA Morrison Park Advisors Inc. has provided an opinion to the Board of Directors of WGI to the effect that the consideration to be received under the Offer is fair, from a financial point of view, to WGI's shareholders.
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