Transaction Summary
• Phillips River Mining Limited (ASX: PRH)
("Phillips River" or "the Company")
and Silver Lake Resources Limited (ASX: SLR)
("Silver Lake") have today executed a Merger
Implementation Agreement ("MIA") to effect
the acquisition of 100% of the issued shares in
Phillips River by Silver Lake, under a Scheme of
Arrangement ("Scheme").
• Phillips River shareholders will receive 0.0882
Silver Lake shares for each Phillips River share they
hold(1). The acquisition consideration
represents a 39% premium to the 30 day VWAP of Phillips
River to 23 January 2012 compared to Silver Lake's
shareprice at close of trade 23 January 2012 and implies a
fully diluted value for Phillips River of approximately
A$20 million.
• Phillips River's Board of Directors unanimously
recommends that all Phillips River shareholders vote in
favour of the Scheme in the absence of a superior
proposal.
Overview of Offer
The Board of Directors of Phillips River is pleased to
announce that it has received an all scrip offer, under
which Silver Lake proposes to acquire all of the issued
shares of Phillips River by way of a Scheme
("Offer").
Under the proposed Scheme, Silver Lake will offer
Phillips River shareholders consideration of 0.0882
Silver Lake shares for each Phillips River share they
own. The offer price values the fully diluted equity of
Phillips River at approximately A$20 million.
Silver Lake will also, within the next seven days,
finalise the documentation for and make available to
Phillips River a $1.3 million secured convertible note
facility ("Facility"). The provision of the
Facility eliminates short term funding risk for
Phillips River and provides the Company with sufficient
working capital to continue activity on its tenement
portfolio. The key terms of the Facility are set out in
Schedule 5 of the MIA attached at Annexure A.
In a volatile and uncertain market, the Offer provides
shareholders with an opportunity to realise significant
value for their shares. Based on the 30 day VWAP of Phillips
River to 23 January 2012 the Offer represents a 39%
premium when compared to Silver Lake's shareprice at
close of trade 23 January 2012.
The Phillips River Board of Directors has carefully
evaluated Silver Lake's Offer and unanimously
recommends it to Phillips River shareholders in the absence
of a superior proposal. All Phillips River Directors
intend to accept Silver Lake's Offer with respect to
their own share and option holdings.
Phillips River Board
Following implementation of the Merger the current
Board of Phillips River will resign.
Commenting on the proposed merger, Phillips River
Managing Director, Mr Jason Stirbinskis, said:
"Silver Lake is a successful producer with a
strong balance sheet and growth prospects. We believe
this backing and expertise will accelerate the realisation of
the value within Phillips River's extensive
portfolio".
Background to Offer
Phillips River holds a highly prospective tenement
portfolio of over 2,500km2in the south of
Western Australia. The region and the portfolio are
highly prospective for gold, copper and polymetallic
mineralisation. The Phillips River project, is located 20
kilometres southeast of Ravensthorpe and includes two
mining areas, Kundip, which is primarily a gold and copper
deposit and Trilogy, a large polymetallic
deposit.
Silver Lake is an ASX 200 gold producing and
exploration company with a resource base of
approximately 3.3 million oz in highly prospective regions
including Mount Monger and the Murchison goldfields of
Western Australia.
Transaction Implementation
The proposed merger will be implemented via the Scheme.
In order to enable Phillips River to bring Silver
Lake's offer before shareholders, Phillips River and
Silver Lake have entered into the MIA, which is set out
in full at Annexure B.
The Scheme is subject to conditions including:
• court approval;
• no material adverse change in Phillips River or
Silver Lake;
• relevant regulatory approvals;
• an independent expert opining that the Scheme is in
the best interests of shareholders;
• Silver Lake being satisfied, in its absolute
discretion, with its due diligence by 18 February
2012;
• approval by a simple majority of Phillips River
shareholders present in person or by proxy at the
scheme meeting that will be called in relation to the Scheme
("Scheme Meeting") and also by at least 75%
of the votes cast at that Scheme Meeting; and
• other customary conditions.
The MIA also contains customary and reciprocal deal
protection mechanisms, including no shop and no talk
provisions, matching and notification rights in the event of
a competing proposal and a break fee payable by
Phillips River to Silver Lake in specified
circumstances.
In due course, Phillips River shareholders will receive
a comprehensive scheme booklet that will contain full
details of the proposed Scheme, the basis for Phillips
River's Board's recommendation and an
independent expert's report.
Indicative Timetable for Completion
Announcement of proposed merger |
25 January 2012 |
First Court Hearing |
March 2012 |
Dispatch Scheme Booklet to Phillips River
Shareholders |
March 2012 |
Phillips River Scheme Meeting |
May 2012 |
Final Court Hearing |
May 2012 |
Implementation of Merger |
May 2012 |
Advisers to Transaction
Allion Legal is acting as Phillips River's legal
adviser.
Gilbert & Tobin is acting as Silver Lake's legal
adviser.
Further Information
Requests for further information are to be directed as
follows:
Jason Stirbinskis - Managing Director
+618 6254 3900
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Documents associés |
PRH: Proposed Merger with Silver Lake Resources |