Recommends acceptance of CLF offer
posted on
Jul 04, 2010 05:03PM
First Explorer at the "Ring of Fire" and presently drilling on the "BIG DADDY" Chromite/Pge's jv'd property...yet we were robbed
uly 4, 2010 - 4:04 PM EDT |
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Jul. 4, 2010 (TheNewswire.ca) --
-SPIDER'S DIRECTORS AND OFFICERS SIGN LOCKUPs to Support Cliffs' offer
-SPIDER TERMINATES COMBINATION AGREEMENT WITH KWG RESOURCES INC. (TSXV:KWG)
-SPIDER CANCELS JULY 8, 2010 SPECIAL MEETING
TORONTO, ONTARIO - (July 2, 2010) - The Special Committee of the board of directors and the board of directors of Spider Resources Inc. (TSXV:SPQ) ("Spider")(TSX VENTURE:SPQ) announced today that Spider has executed a definitive support agreement with Cliffs Natural Resources Inc. ("Cliffs") under which Spider has agreed to support Cliffs' previously disclosed offer for the outstanding common shares of Spider at $0.19 in cash per common share ("Cliffs' $0.19 Offer"). In addition, Spider's directors and officers have entered into lock-up agreements with Cliffs supporting Cliffs' $0.19 Offer. By signing the lock-up agreements, Spider's directors and officers have agreed to tender their shares to Cliffs' $0.19 Offer. Please refer to Spider's press release of June 28, 2010 for more information about the Cliffs' $0.19 Offer and to Cliffs' notice of variation dated June 25, 2010 filed under Spider's profile at www.sedar.com ("Cliffs' Notice of Variation").
Spider accepted Cliffs' $0.19 Offer after being informed by KWG Resources Inc. ("KWG") on Friday morning (July 2, 2010) that KWG had decided not make an offer to match Cliffs' $0.19 Offer by amending the terms of the combination agreement among KWG, 7569076 Canada Inc. ("KWG Subco") and Spider dated as of June 11, 2010 (the "Combination Agreement"), as amended by the terms proposed by KWG to Spider on June 23, 2010 and accepted by Spider on June 25, 2010. Accordingly, Spider has terminated the Combination Agreement and has paid KWG a termination fee of $2.3 million under the terms of the Combination Agreement.
In accordance with its support agreement with Cliffs, Spider has cancelled the special meeting of shareholders that had been called to consider the proposed amalgamation between Spider and KWG Subco on July 8, 2010.
"We have agreed to give our full support to Cliffs because Cliffs' $0.19 Offer is clearly in the best interest of Spider's shareholders. All directors and officers of Spider have agreed to tender their shares under Cliffs' $0.19 Offer, and we strongly recommend that all other Spider shareholders tender as well" stated Neil Novak, President and CEO of Spider.
Cliffs' $0.19 Offer represents a 138% premium over the closing price of the common shares of Spider on the TSX Venture Exchange on May 21, 2010, the last trading day prior to Cliffs' announcement of its intention to bid for the common shares of Spider. Cliffs' $0.19 Offer implies a total equity value for Spider on a fully-diluted basis of approximately $125 million.
Under Cliffs' Notice of Variation in respect of Cliffs' $0.19 Offer, the minimum tender condition requires that there shall have been validly deposited under the bid and not withdrawn at the time of expiry such number of shares of Spider that, together with such shares held by Cliffs, constitutes at least 50.1% of the common shares then outstanding, calculated on a fully-diluted basis. Cliffs' $0.19 Offer expires on July 6, 2010 at 12:01 a.m. (Eastern time).
Cliffs currently holds approximately 4.2% of the outstanding shares of Spider on a fully-diluted basis. In addition, the lock-ups received from Spider directors and officers represent approximately 6.2% of the outstanding shares of Spider on a fully-diluted basis. Further, as previously disclosed, Cliffs has a lock-up agreement with Spider's largest shareholder, MineralFields Group, under which it has agreed to tender its Spider shares, which represent 10.8% of the outstanding shares of Spider on a fully-diluted basis.
TD Securities Inc. continues to provide financial advisory services to Spider's Special Committee in connection with the proposed acquisition of Spider.
In addition, Laurel Hill Advisory Group continues to be available to take shareholders' questions in relation to the proposed acquisition of Spider.
About Spider Resources Inc.Spider Resources Inc. is the "Spark that set off the Ring of Fire". Spider, the Pioneer Explorer in the James Bay Region of Northern Ontario since 1993 was responsible for the discovery of eight kimberlites (1994-95), ten VMS occurrences, including two VMS deposits (2002-2006) and one chromite deposit (2006). Regional geophysical surveys and other exploration efforts as initially conducted by Spider formed the exploration data-set that led to the first discovery of chromite in the area in February 2006, in a peridotite intrusion, and about a year later led to the eventual discovery of additional chromite deposits and related magmatic massive sulphide nickel deposits by others. Spider Resources Inc. is a Tier 2 Canadian exploration company, quoted for trading on the TSX Venture Exchange under the symbol SPQ.
For further information concerning Spider Resources Inc., please contact:
NEIL D. NOVAK, P.Geo.
President and CEO
Direct: 416-203-8636
Email: info@spiderresources.com
Website: www.spiderresources.com
Laurel Hill Advisory Group
Toll Free: 1-877-304-0211
Email: assistance@laurelhillag.com
Neil Simon, Investor Relations Principal, Investor Cubed Inc. Fax: (416) 640 7771
Toll Free 1 888 258 3323