George Forrest International Afrique S.P.R.L. to Acquire Forsys Metals Corp in Cash Transaction Valued at Approximately CAD$579 Million
November 18th, 2008 | by mantrionline |Forsys Metals Corp (”Forsys” or the “Company”) (TSX: FSY)(FRANKFURT: F2T)(NSX: FSY) and George Forrest International Afrique S.P.R.L. (”GFI”) announce that they have entered into a definitive agreement pursuant to which GFI will effectively acquire, by way of a court-approved plan of arrangement, all of the outstanding common shares of Forsys (the “Offer”) on the basis of CAD$7.00 per share in cash for each common share of Forsys, plus the “in the money” amount of any outstanding Forsys options and warrants.
The CAD$7.00 per share consideration represents a 55% premium to the average closing price of Forsys common shares on the Toronto Stock Exchange for the 20 trading days ending November 13, 2008 and a premium of 51% to the closing price on the Toronto Stock Exchange on November 13, 2008.
The Board of Directors of Forsys has unanimously approved the Offer and resolved to recommend to the holders of Forsys shares, options and warrants that they vote in favour of the Offer. In determining to recommend the transaction to the securityholders of Forsys, the Board of Directors considered a number of factors and has relied in part on an opinion from CIBC World Markets Inc., financial advisors to Forsys, to the effect that, subject to the assumptions and conditions set forth in such opinion, the consideration to be received by the holders of Forsys common shares pursuant to the Offer is fair, from a financial point of view, to such holders.
In addition, the Directors, Senior Officers and certain other securityholders of Forsys have entered into support agreements with GFI, pursuant to which they have irrevocably agreed to vote their shares (including any shares issuable upon the exercise of options and warrants) and their options and warrants, representing approximately 20.4% of the outstanding common shares of Forsys (calculated on a fully diluted basis) in favour of the Offer.
Commenting on the transaction, Mr. Duane Parnham, President and Chief Executive Officer of Forsys said “We believe that this Offer provides all shareholders of Forsys with the opportunity to realize an immediate and significant premium for their shares in cash. The Board has considered the Offer, amongst other things, in light of current market conditions and recommends the Offer to all shareholders”.
