15th Dec 2006 07:58
Lonmin PLC15 December 2006 Acquisition of AfriOre - Formal Pre-Acquisition Agreement Signed Lonmin Plc ("Lonmin") is pleased to announce that it has completed itsgeological, financial and legal due diligence and has entered into a formal pre-acquisition agreement (the "Agreement") with AfriOre Limited ("AfriOre"). The Agreement supersedes and replaces the agreement between Lonmin and AfriOreannounced on 15 November 2006. Lonmin also announces that it delivered itsmerger submission to the South African Competition Commission on 24 November2006. In accordance with the Agreement, Lonmin expects to make an offer (the "Offer")to the shareholders of AfriOre by 15 January 2007 to acquire all of the issuedand outstanding shares in the capital of AfriOre by means of a cash offer ofC$8.75 (US$7.62) per AfriOre share. The Agreement continues to provide thatLonmin has the right to match any unsolicited superior offer and that AfriOre isrequired to pay Lonmin a compensation fee of C$15m in the event that the Offeris not completed in certain circumstances. Completion of the Offer, when made, would remain subject to customaryconditions, including South African competition approval and that a minimum of66 2/3 % of AfriOre shares on a fully diluted basis are tendered to the Offer.Regulatory approval and completion of the transaction, if it proceeds, iscurrently expected in February 2007. Enquiries: Alex Shorland-Ball +44 (0) 20 7201 6060Vice President, Investor Relations & Communications Forward Looking Statements: This announcement includes forward-looking statements. Information contained inthis announcement relating to AfriOre has been compiled from public sources. Allstatements other than statements of historical fact included in thisannouncement, including without limitation those regarding Lonmin's plans,objectives and expected performance, are forward-looking statements. Lonmin hasbased these forward-looking statements on its current expectations andprojections about future events, including numerous assumptions regarding itspresent and future business strategies, operations, and the environment in whichit will operate in the future. Forward-looking statements generally can beidentified by the use of forward-looking terminology such as 'ambition', 'may','will', 'could', 'would', 'expect', 'intend', 'estimate', 'anticipate','believe', 'plan', 'seek' or 'continue', or negative forms or variations ofsimilar terminology. Such forward-looking statements involve known and unknownrisks, uncertainties, assumptions and other factors related to Lonmin,including, among other factors: (1) the risk that the businesses of Lonmin andAfriOre will not be integrated successfully; (2) material adverse changes ineconomic conditions generally or in relevant markets or industries inparticular; (3) fluctuations in demand and pricing in the mineral resourceindustry and fluctuations in exchange rates; (4) future regulatory andlegislative actions and conditions affecting Lonmin's and AfriOre's operatingareas; (5) obtaining and retaining skilled workers and key executives; and (6)acts of war and terrorism. By their nature, forward-looking statements involverisks, uncertainties and assumptions and many relate to factors which are beyondLonmin's control, such as future market conditions and the behaviour of othermarket participants. Actual results may differ materially from those expressedin forward-looking statements. Given these risks, uncertainties, andassumptions, you are cautioned not to put undue reliance on any forward-lookingstatements. In addition, the inclusion of such forward-looking statements shouldunder no circumstances be regarded as a representation by Lonmin that Lonminwill achieve any results set out in such statements or that the underlyingassumptions used will in fact be the case. Other than as required by applicablelaw or the applicable rules of any exchange on which Lonmin's securities may belisted, Lonmin has no intention or obligation to update or revise anyforward-looking statements included in this announcement after the release ofthis announcement. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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