Hathor Board Unanimously Recommends Shareholders Reject Unsolicited Cameco Offer
September 14 2011 - 6:00AM
Marketwired Canada
Hathor to host investor call - details below - Hathor Exploration Limited
(TSX:HAT) ("Hathor") today announced that its Board of Directors, after careful
consideration and receipt of the recommendation of a special committee of its
independent directors (the "Special Committee"), and after consultation with its
financial and legal advisors, unanimously recommends that Hathor shareholders
REJECT the unsolicited offer (the "Offer") from Cameco Corporation ("Cameco") to
acquire all of the outstanding common shares of Hathor ("Hathor Shares").
Commenting on the Offer, James Malone, Chair of the Special Committee notes,
"Hathor's Board of Directors is firmly committed to ensuring that Hathor
shareholders receive full value for their investment in this company, something
this Offer does not provide." Michael Gunning, President, CEO and a Director of
Hathor states, "The fact that our shares have been consistently trading well
above the Offer price indicates that the market in general views this bid as
inadequate. We urge them to reject this Offer by taking no action."
The Special Committee reviewed the terms and conditions of the Offer and
considered a number of factors, including a written opinion received from
Canaccord Genuity Corp., its financial advisor, before concluding the Offer is
not in the best interests of Hathor or its shareholders.
The Board recommends to Hathor shareholders that they REJECT the Offer and DO
NOT TENDER their Hathor Shares for the following reasons:
-- The Offer is predatory. The Offer was announced prior to Hathor's
planned release of the preliminary economic assessment ("PA") for the
Roughrider uranium deposit and the completion of the anticipated first
mineral resource estimate for the Far East zone. Therefore, the Offer
was made prior to Hathor being able to disclose important information
regarding the size and value of the Roughrider uranium deposit.
-- The Offer is opportunistic. The timing of the Offer takes advantage of
the depressed uranium prices and the significant decline in share prices
of uranium companies post-Fukushima and the general market downturn.
-- The Offer fails to recognize the strategic importance of the Athabasca
Basin as the pre-eminent primary uranium producer in the western world.
-- The Offer fails to recognize the "best of breed" quality of the
Roughrider uranium deposit compared to other undeveloped uranium
deposits.
-- The Offer is significantly below premiums paid in recent comparable
transactions.
-- The Offer substantially undervalues the intrinsic value of the
Roughrider uranium deposit based on the discounted cash flow model in
the independent PA.
-- The Offer fails to ascribe value to Hathor's other non-Roughrider assets
including its Russell Lake property in the south-eastern Athabasca
Basin.
-- The Offer is at a significant discount to the current trading price of
Hathor Shares.
-- The Offer fails to recognize the synergies that a major mining company
can bring to the Roughrider uranium deposit, especially a major uranium
mining company such as Cameco, which has the significant additional
synergy of having an under-utilized mill only 25 kilometres away. Cameco
can and should pay more.
-- The Offer is financially inadequate. Canaccord Genuity Corp. has
provided the Board and the Special Committee with an opinion that, as of
September 12, 2011, the consideration under the Offer is inadequate,
from a financial point of view, to Hathor Shareholders, other than the
Offeror.
-- The Offer is highly conditional.
-- Hathor and its financial advisor are actively pursuing value maximizing
alternatives to the Offer and thus other offers or alternatives may
emerge.
-- None of Hathor's directors or officers intends to tender their Hathor
Shares to the Offer.
The Board's recommendation to Hathor shareholders that they REJECT the Offer and
DO NOT TENDER their Hathor Shares, as well as a more detailed discussion of the
reasons for rejecting the Offer and the written opinion provided by Canaccord
Genuity Corp. is contained in the Directors' Circular that will be mailed to
each of Hathor's shareholders and filed with Canadian securities regulatory
authorities. The Directors' Circular is available on SEDAR at www.sedar.com and
on Hathor's website at www.hathor.ca. Shareholders are advised to read the
Directors' Circular carefully and in its entirety, as it contains important
information regarding Hathor, Cameco and the Offer.
How to Withdraw Tendered Hathor Shares
To reject the Offer, you should do nothing. The Offer is open for acceptance
until October 31, 2011. Shareholders who have already tendered their Hathor
Shares to the Offer can withdraw them at any time before they have been taken up
and accepted for payment by Cameco. Shareholders holding shares through a
dealer, broker or other nominee should contact such dealer, broker or nominee to
withdraw their Hathor Shares. Shareholders may also contact the information
agent retained by Hathor, Phoenix Advisory Partners, North America toll free at
1-800-243-1162, or banks and brokers can call collect outside North America at
1-201-806-2222 or via email at inquiries@phoenixadvisorypartners.com.
Investor Call
Hathor will host an investor call with its President and CEO, Michael Gunning
and Vice President Project Development, Jay Fredericks as follows:
Wednesday, September 14, 2011
10:00 a.m. Pacific/1:00 p.m. Eastern
Call-in numbers:
Vancouver 604-681-0262
Calgary 403-532-8075
Toronto 647-837-0597
Outside North America 877-353-9586
Participant pass code for all call-in numbers: 76007 #
Audio replay of the investor call will be available at http://www.hathor.ca/
On behalf of the Board,
Dr. Michael H. Gunning, President & CEO
Hathor Exploration Limited
Suite 1810 - 925 West Georgia Street,
Vancouver, B.C. V6C 3L2
Forward-Looking Statements
Certain statements contained in this news release constitute "forward-looking
statements" and "forward-looking information" (as defined in applicable
securities legislation) and are prospective in nature. These statements refer to
future events and include information concerning the Offer, the business,
operations, prospects and the financial performance of Hathor, which are subject
to certain risks, uncertainties and assumptions. All statements other than
statements of historical fact may be forward-looking statements. Forward-looking
statements and information are frequently, but not always, characterized by
words such as "will", "plan", "expect", "project", "intend", "believe",
"anticipate", "forecast", "schedule", "estimate" and similar expressions, or
statements that certain events or conditions "may", "should", "could", "might"
or "will" occur. The forward-looking information contained in this news release
is based on the reasonable expectations and beliefs of management as at the date
of this news release and involves numerous assumptions, known and unknown risks
and uncertainties, both general and specific to Hathor and the industry in which
Hathor operates. Such assumptions, risks and uncertainties include, but are not
limited to, exploration hazards and risks, exploration and development of
natural resource properties, uncertainty of funding, precious and base metal
price fluctuations, recent market events and conditions, calculation of
reserves, resources and base metal recoveries, government regulation, obtaining
and renewing of government permits, environmental factors, title to assets,
competitive conditions, agreements with other parties and third party reliance,
employee recruitment and retention, potential conflicts of interest, reliability
of financial statements, substantial volatility of share price, potential
dilution of
present and prospective shareholdings, lack of dividends, future sales of Hathor
Shares by existing Hathor Shareholders, whether an alternative transaction to
the Offer arises or mineral resources are established on the Far East Zone as
well as those factors disclosed in Hathor's documents filed from time to time
with the securities regulators in certain provinces of Canada. Should one or
more of these risks and uncertainties materialize, or should underlying
assumptions prove incorrect, actual results, performance or achievements of
Hathor, or industry results, may vary materially from those described in this
news release. In addition, a number of other factors could cause actual results
to differ materially from the results discussed in such statements and
information, and there is no assurance that actual results will be consistent
with them. For further details, reference is made to the risk factors discussed
or referred to in Hathor's annual information form on file with the Canadian
securities regulatory authorities and available on SEDAR at www.sedar.com.
Although Hathor has attempted to identify important factors that could cause
actual actions, events, results, performance or achievements to differ
materially from those described in forward-looking statements and
forward-looking information, there may be other factors that cause actions,
events, results, performance or achievements not to be as anticipated, estimated
or intended. There can be no assurance that forward-looking statements or
information will prove to be accurate, as actual results and future events could
differ materially from those anticipated in such statements. Such
forward-looking statements and information are made or given as at the date of
this news release and Hathor disclaims any intention or obligation to update or
revise any forward-looking statements and information, whether as a result of
new information, future events or otherwise, except as required under applicable
securities laws. The reader is cautioned not to place undue reliance on
forward-looking statements or information.
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