Freewest Board Recommends Rejection of Noront's "Final" Offer
posted on
Dec 08, 2009 06:50AM
First Explorer at the "Ring of Fire" and presently drilling on the "BIG DADDY" Chromite/Pge's jv'd property...yet we were robbed
ccnm
MONTREAL, QUEBEC--(Marketwire - Dec. 8, 2009) - The Board of Directors of Freewest Resources Canada Inc. (TSX VENTURE:FWR) has unanimously recommended that Freewest shareholders reject the revised "final" offer by Noront Resources Ltd. for all of the common shares of Freewest and not tender their shares to the Noront offer. The Board's recommendation is contained in a Notice of Change to Directors' Circular filed on SEDAR.
The Notice of Change contains the Board's recommendation and a detailed discussion of its reasons for recommending that Freewest shareholders reject the revised "final" offer from Noront. Freewest shareholders are urged to read the Notice of Change in its entirety.
In making its recommendation, the Board considered many factors, including the recommendation of a Special Committee comprised of Freewest's independent directors and advice from CIBC World Markets Inc., Freewest's financial advisor.
"We have entered into an arrangement agreement with Cliffs Natural Resources Inc. which provides Freewest shareholders, for each Freewest share, with a fixed amount of $0.90 in Cliffs shares. The Board believes that this guaranteed consideration from Cliffs is vastly superior to the offer from Noront" said Mackenzie I. Watson, President, Chief Executive Officer and a director of Freewest. "We recommend that shareholders vote for the arrangement with Cliffs and reject the inferior Noront offer."
Under the revised Noront offer, Noront is offering, for each Freewest share, 0.2857 of a Noront common share and 0.1429 of a Noront common share purchase warrant, exercisable for five years at an exercise price of $4.00.
The Board of Directors unanimously concluded that the consideration provided by revised Noront offer is inadequate, from a financial point of view, to Freewest shareholders. The Board of Directors unanimously recommends that Freewest shareholders REJECT the revised offer from Noront and NOT TENDER their common shares to the Noront offer.
As announced by Freewest on December 3, 2009, Freewest and Cliffs Natural Resources Inc. have entered into an amendment to their Arrangement Agreement, under which Freewest shareholders will receive, for each Freewest share, a fixed amount of $0.90 in Cliffs shares. The Board of Directors unanimously recommends that Freewest shareholders APPROVE the Arrangement with Cliffs at a special meeting of Freewest shareholders to be held on January 15, 2010.
Reasons for the Recommendation
The Freewest Board of Directors believes that the revised Noront offer fails to provide full value for Freewest's assets and shares and is an attempt by Noront to acquire Freewest without offering adequate consideration to Freewest shareholders. The Board of Directors cited a number of reasons for its recommendation, including that:
- The proposed arrangement with Cliffs will provide a fixed value of $0.90 per Freewest share.
- The value of the consideration offered under the revised Noront offer is uncertain and primarily dependent on the value of Noront's shares, which are subject to significant fluctuations.
- The value of the consideration offered under the revised Noront offer is dependent in part on the value of the Noront warrants, which is uncertain.
- The implied value of $0.86 per Freewest share of the revised Noront offer is not substantiated.
- It may be difficult for Freewest shareholders to dispose of Noront shares and Noront warrants.
- The revised Noront offer is coercive.
- The Board of Directors continues to believe that the Noront offer fails to adequately compensate Freewest shareholders for the strategic value of Freewest's assets.
- The Board of Directors continues to believe that the timing of the Noront offer is opportunistic and disadvantageous to Freewest shareholders.
- Noront does not have a strategy focused on chromite.
Availability of the Notice of Change to Directors' Circular
Shareholders are urged to read the Notice of Change in its entirety. The document is available free of charge on SEDAR at >www.freewest.com. Freewest's shares are listed on Tier 1 of the TSX Venture Exchange under the symbol FWR.
Georgeson Inc. is acting as Freewest's solicitation agent in connection with a proposed Plan of Arrangement with Cliffs Natural Resources Inc. Georgeson may be contacted as follows:
Georgeson
100 University Avenue
11th Floor, South Tower
Toronto, Ontario
M5J 2Y1
North American Toll Free Number: 1-866-433-7579
Banks and Brokers Collect Number: 1-212-806-6859
Forward-Looking Statements
This news release contains statements that constitute "forward-looking information" or "forward-looking statements" within the meaning of applicable securities legislation. This forward-looking information is subject to numerous risks and uncertainties, certain of which are beyond the control of Freewest Resources Canada Inc. ("Freewest"). Actual results or achievements may differ materially from those expressed in, or implied by, this forward-looking information. No assurance can be given that any events anticipated by the forward-looking information will transpire or occur, or if any of them do so, what benefits that Freewest will derive therefrom. In particular, no assurance can be given as to whether a proposed plan of arrangement with Cliffs Natural Resources Inc. will be completed. Forward-looking information is based on the estimates and opinions of Freewest's management at the time the information is released and Freewest does not undertake any obligation to update publicly or to revise any of the forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.
FOR FURTHER INFORMATION PLEASE CONTACT:
Freewest Resources Canada Inc.
Mackenzie I. Watson
President and CEO
(514) 878-3551 or 1-888-878-3551
(514) 878-4427 (FAX)
Email: info@freewest.com
Website: http://www.freewest.com/">www.freewest.com