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Atlas Iron Limited and FerrAus Limited announced that they had entered into agreements.
1. Atlas agreed to subscribe for 37,439,785 FerrAus shares at an issue price of $0.65 per FerrAus share; 2. FerrAus agreed to buy certain iron ore tenements in the South East Pilbara from Warwick Resources Pty Ltd and Giralia Resources Pty Ltd, both of which are wholly owned subsidiaries of Atlas, in consideration for the issue of 121,846,154 FerrAus shares with a deemed issue price of $0.65 per FerrAus share to Atlas; and 3. Atlas agreed to make an off-market takeover bid for 100% of the FerrAus shares on issue on the basis of 1 Atlas ordinary share for every 4 FerrAus shares. The Subscription and Iron Ore Assets Acquisition are subject to FerrAus' shareholder approval. Atlas and FerrAus are pleased to announce that the Notice of Meeting and Explanatory Memorandum in relation to the Subscription and Iron Ore Assets Acquisition will be despatched to FerrAus Shareholders on 28 July 2011. Each FerrAus Director continues to recommend that FerrAus Shareholders vote in favour of both the Subscription and the Iron Ore Assets Acquisition and intends to vote in favour of both transactions for any FerrAus shares they hold or in which they have a relevant interest. In addition, the Independent Expert has concluded that together the Subscription and Iron Ore Assets Acquisition are fair and reasonable. The Independent Expert notes that if the Subscription and Iron Ore Assets Acquisition were to be considered on an individual basis, the Subscription would not be fair but would be reasonable, while the Iron Ore Assets Acquisition would be fair and reasonable. FerrAus Shareholders should read the Notice of Meeting and Explanatory Memorandum in full, including the Independent Expert’s Report, before forming their opinion in relation to the Subscription and Iron Ore Assets Acquisition. More information, click here. |
