Jun 18 2007
AREVA and UraMin Inc. today entered into an agreement in respect of AREVA's friendly cash offer for 100% of the share capital of UraMin (the "Offer"). UraMin is listed in London (AIM) and Toronto (TSX). AREVA (Euronext Paris) already owns 5.5% of UraMin's share capital.
This cash offer of AREVA will be made through its indirect wholly-owned subsidiary CFMM Développement ("AREVA") based on a price of US$ 7.75 per UraMin share. The total offer consideration amounts to more than USD 2.5 billion for 100% of the fully diluted share capital of UraMin(3). This represents a premium of 21% over UraMin 20-day weighted average trading price(1) ending on June 8, 2007(2).
The UraMin Board of Directors, after consulting with its financial advisors, has determined that the offer is fair and in the best interest of the UraMin shareholders and it has resolved to recommend acceptance of the Offer. BMO Capital Markets has provided an opinion that the offer is fair, from a financial point of view, to the UraMin shareholders.
In connection with the offer, all directors and certain other shareholders representing approximately 25% of the outstanding UraMin shares (calculated on a fully diluted basis) have entered into lock-up agreements with AREVA pursuant to which they have agreed to tender all their UraMin shares to AREVA's offer.
The support agreement entered into between AREVA and UraMin provides for, among other things, in case a superior proposal is accepted by UraMin, a right to match in favour of AREVA.
The support agreement also includes a break up fee in favour of AREVA of US$ 75 million under certain circumstances.
The offer and take-over circular will be mailed to UraMin shareholders in the coming days. The offer period will be open for not less than 35 days. The offer is conditional upon, in particular, the tendering of a minimum of 75% of the outstanding UraMin's shares on a fully diluted basis, including the 5.5% shares held by AREVA.
Concurrently with the closing of the proposed offer, UraMin will declare a dividend payable in shares of the capital of Niger Uranium Limited held by UraMin (where permitted by law) or a cash equivalent of the value of such shares. Further details will be provided at the time of the mailing of UraMin Directors' Circular.