Aurvista Gold Antiqua Gold Largo Resources
Eastman Resources Lara Exploration Alhambra Resources Ltd. Estrella Gold ValGold
Tyhee Alhambra Resources Ltd.
GoldRush Resources Marifil Mines Aurvista Gold
Skip Navigation Links
SEARCH  



 
Bookmark and Share
Chariot Resources Limited Forms Arrangement Agreement with China Sci-Tech Holdings Limited

TORONTO, ONTARIO - (MetalsNews, March 1, 2010) - Chariot Resources Limited (TSX:CHD)

("Chariot") announced today that it has entered into an arrangement agreement (the

"Arrangement Agreement") with China Sci-Tech Holdings Limited (HKSE:985) ("China

Sci-Tech") pursuant to which China Sci-Tech has agreed to acquire through an indirect,

wholly owned subsidiary, by way of a court-approved plan of arrangement (the

"Arrangement"), all of the issued and outstanding common shares of Chariot at a price of

$0.67 in cash per common share (the "Consideration").

The Consideration payable under the Arrangement represents a premium of

approximately 52% based on the volume weighted average price of Chariot's common

shares over the 20 trading days prior to February 22, 2010, the date on which Chariot

announced that it was in exclusive negotiations with a third party with respect to a

potential transaction, and a premium of approximately 38% to the closing market price of

Chariot's common shares on February 19, 2010, the last trading day preceding that

announcement. The Consideration payable under the Arrangement also represents a

premium of approximately 54% over the closing market price of Chariot's common

shares on September 3, 2009, the last trading day preceding Chariot's annual

shareholders' meeting at which Chariot announced that it was reviewing the timetable for

launching a formal sale process.

The Arrangement represents the culmination of such formal public sale process which

began in October 2009. As part of this sale process, RBC Capital Markets, Chariot's

financial advisor, contacted over 60 parties of whom 20 parties entered into

confidentiality agreements and conducted due diligence.

A special committee of Chariot's board of directors comprised of three directors has

supervised the sale process and considered the Arrangement. At meetings of the special

committee and board of directors of Chariot held on February 27, 2010, RBC Capital

Markets delivered an oral fairness opinion to the effect that as of the date thereof the

Consideration to be received under the Arrangement is fair from a financial point of view

to the shareholders of Chariot. Chariot's board of directors, after receiving the unanimous

recommendation of the special committee that the board approve the Arrangement and in

consultation with its financial and legal advisors, has unanimously determined that the

Arrangement is fair to Chariot's security holders and is in the best interests of Chariot and

has unanimously approved the entering into of the Arrangement Agreement and

unanimously resolved to recommend that shareholders vote in favour of the Arrangement

Agreement at a special meeting of Chariot shareholders to be held to approve the

Arrangement.

The completion of the Arrangement is subject to, among other things, the approval by 66

2/3% of the votes cast by Chariot's shareholders at a special meeting of Chariot

shareholders to be held to approve the Arrangement, the approval by a majority of the

votes cast by China Sci-Tech's shareholders at a meeting of China Sci-Tech's

shareholders to be held to approve the transaction as a "very substantial acquisition" in

accordance with the listing rules of the Hong Kong Stock Exchange and receipt of court

approvals. The Arrangement is expected to close during Chariot's first fiscal quarter in

2010. The completion of the Arrangement is not subject to a due diligence or financing

condition.

Lundin Mining Corporation, Solway Finance Ltd. and the directors and officers of

Chariot have entered into voting agreements with China Sci-Tech under which they have

agreed to vote their shares (representing in aggregate approximately 36.2% of Chariot's

outstanding common shares) in favour of the Arrangement.

Under the terms of the Arrangement Agreement, Chariot has agreed not to solicit or

initiate any discussion regarding any other acquisition proposal. Chariot has also granted

a right to match any unsolicited superior proposal and will pay a termination fee of $7.6

million to China Sci-Tech if the Arrangement Agreement is terminated in certain events,

including if Chariot enters into an agreement with respect to a superior proposal or if

China Sci-Tech terminates the Arrangement Agreement in circumstances where Chariot

recommends or approves any other acquisition proposal.

China Sci-Tech, listed on the main board of The Stock Exchange of Hong Kong, is an

investment holding company and its subsidiaries are principally engaged in investments

in financial instruments and property and resources investments. China Sci-Tech has been

pursuing opportunities in the mining sector to diversify its income and asset base. After

the completion of the Arrangement, China Sci-Tech's mining operation will constitute the

group's principal business.

Chariot is receiving financial advice from RBC Capital Markets and legal advice from a

team comprised of McMillan LLP, Davis LLP in British Columbia and Rodrigo, Elias &

Medrano in Peru. The special committee of the board of directors is receiving legal

advice from Wildeboer Dellelce LLP.

China Sci-Tech's financial advisors are BOCI Asia Limited and Morgan Stanley Asia

Limited and it is being advised by a legal team comprised of Fasken Martineau

DuMoulin LLP in Canada, Freshfields Bruckhaus Deringer in Hong Kong and Muniz,

Ramirez, Perez-Taiman & Olaya in Peru.

ON BEHALF OF THE BOARD OF DIRECTORS

Ulli Rath, President & CEO

CHARIOT RESOURCES LIMITED





Disclaimer | Terms Of Use And Privacy Statement


© Metals News. All rights reserved.