Crystallex Updates Shareholders on Note Holder Legal Action 12/11/2008
posted on
Dec 11, 2008 03:25AM
Crystallex International Corporation is a Canadian-based gold company with a successful record of developing and operating gold mines in Venezuela and elsewhere in South America
Crystallex Updates Shareholders on Note Holder Legal Action
12/11/2008
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TORONTO, ONTARIO -- (MARKET WIRE) -- 12/11/08 -- Crystallex
International Corporation (TSX: KRY) (NYSE-A: KRY) today reported
that it has now been served with a Notice of Application by
Computershare Trust Company of Canada ("Computershare") in its
capacity as Trustee for the holders of certain senior unsecured notes
of Crystallex due December 23, 2011. Computershare, on behalf of the
debenture holders, is seeking a declaration from the Court that there
has been a "Project Change of Control" event as defined in the First
Supplemental Indenture made as of December 23, 2004 thereby requiring
Crystallex to purchase all of the notes of each note holder who has
so requested at a price equal to 102% of the principal amount of the
notes, together with accrued and unpaid interest to the date of
purchase.
A "Project Change of Control" is defined as "the occurrence of any
transaction as a result of which Crystallex ceases to beneficially
own, directly or indirectly, at least a majority interest in the Las
Cristinas project asset." No such transaction has occurred and
Crystallex will accordingly vigorously defend itself. In particular,
the claim relies upon press reports and similar non-official
communications which attribute comments to the Government of
Venezuela suggesting they intend to take control over the Las
Cristinas project from Crystallex. As previously disclosed Crystallex
is in frequent communication with Venezuelan government officials and
has received no official communication concerning changes to the
control of Las Cristinas or the Mine Operating Contract. Crystallex
believes this legal action is an attempt by note holders to remove
control of the corporation from its shareholders.
In the alternative, Computershare is seeking permission from the
Court to commence a derivative action in the name of and on behalf of
Crystallex. The proposed derivative action is one which would require
Crystallex to bring an action against its entire Board of Directors.
The essence of the proposed derivative action is that the Board of
Directors pursued the Las Cristinas project in Venezuela for longer
than it ought to have pursued it and that the directors have
allegedly mismanaged certain aspects of Crystallex's operations in
Venezuela.
Crystallex will review and analyse the materials the note holders
have served to support their claim to a derivative action. Once this
analysis is complete, Crystallex will further advise its shareholders
and stakeholders on its next steps with regard to this claim.
Contacts:
Investor Relations Contact:
Crystallex International CorporationA. Richard Marshall, VP
1-800-738-1577
Email: info@...
Website: www.crystallex.com