Breakwater Announces Commencement of Nyrstar Offer and Declares Special Dividend in Connection With Nyrstar Offer
23.06.2011 | Marketwire
TORONTO, 06/23/11 - Breakwater Resources Ltd. ('Breakwater') (TSX: BWR)(TSX: BWR.WT.A) announces that Nyrstar NV ('Nyrstar'), through its direct wholly-owned subsidiary, Nyrstar Resources Canada Ltd. (the 'Offeror'), has formally commenced the previously announced offer for Breakwater (the 'Offer') and couriered the Offer and take-over bid circular to shareholders today. The directors' circular of the Board of Directors of Breakwater has been concurrently couriered with the Offer and take-over bid circular.Breakwater's Board of Directors, after consulting with its legal advisors, and based on the fairness opinion of GMP Securities L.P. has unanimously recommended acceptance of the Offer to shareholders of Breakwater. Please refer to Breakwater's June 15, 2011 news release for full details of the offer.
The Offer will expire at 5:00 p.m. (Toronto time) on July 29, 2011, subject to extension or termination, and is conditional upon, among other things, valid acceptance of the Offer by Breakwater shareholders owning not less than 662/3% of the Breakwater common shares (on a fully diluted basis). In addition, the Offer is subject to certain customary conditions, including receipt of all regulatory approvals and the absence of any material adverse change with respect to Breakwater. The Offeror may waive certain conditions of the Offer in certain circumstances. If the Offer is successful, the Offeror has agreed to take steps available to it under relevant securities and corporate laws to acquire any remaining outstanding Breakwater common shares.
Breakwater's Board of Directors also announces that it has declared the Breakwater Special Dividend (as referenced in Breakwater's June 15, 2011 news release) payable to shareholders of record on the day immediately prior to the take-up of Breakwater common shares under the Offer. The Breakwater Special Dividend is to be paid by Breakwater concurrently with the payment of $7.00 in cash per common share taken-up under the Offer.
GMP Securities L.P. provided the fairness opinion and Norton Rose OR LLP is acting as legal counsel to Breakwater. The take-over bid and directors' circulars will be available for download from www.sedar.com shortly.
About Breakwater
Breakwater is a mining, exploration and development company which produces and sells zinc, copper, lead and gold concentrates to customers around the world. The Company's concentrate production is derived from three mines in Chile, Honduras and Canada. Breakwater is preparing the Langlois mine in Quebec, Canada for production in the first quarter of 2012.
About Nyrstar
Nyrstar is a leading global multi-metals business, producing significant quantities of zinc and lead as well as other products (including silver, gold and copper). Nyrstar is listed on NYSE Euronext Brussels under the symbol NYR. For further information visit the Nyrstar website, www.nyrstar.com.
Forward Looking Information: This news release includes certain statements that may be deemed 'forward-looking statements.' All statements in this release relating to the proposed take-over bid are of necessity forward looking. The outcome of a take-over bid cannot be certain because the process is subject to a number of conditions described in the take-over bid and directors' circulars referred to above. Although the Company believes that the expectations expressed in such forward looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual events or developments may differ materially from those in the forward looking statements and may require achievement of a number of regulatory and legal requirements. For more information on Breakwater and the risk factors inherent in its business, investors should review Breakwater's Annual Information Form for the year ended December 31, 2010 at www.sedar.com.
Contacts:
Breakwater Resources Ltd.
Ann Wilkinson, Vice President, Investor Relations
416-363-4798 Ext. 277
AWilkinson@breakwater.ca
