NEW YORK, June 20, 2013 /PRNewswire/ -- Blue Wolf Mongolia
Holdings Corp. (NASDAQ: MNGL) ("Blue Wolf" or the "Company") today
announced that the Company's previously announced tender offer has
been extended, in accordance with applicable rules and regulations
governing tender offers, until 5:00
p.m., New York City time,
on July 15, 2013, unless further
extended or terminated. The tender offer was previously scheduled
to expire at 5:00 p.m., New York City time, on June 19, 2013.
The completion of the tender offer is a condition to Blue Wolf's
previously announced business combination with Li3 Energy, Inc.
("Li3"). The extension is being made to comply with the
rules and procedure requirements of the Securities Exchange
Commission ("SEC"). Except for such extension, all of the terms and
conditions set forth in the tender offer materials filed with the
SEC on May 21, 2013 remain
unchanged.
Shareholders who support Blue Wolf's business combination with
Li3 should not tender their ordinary shares in the
tender offer, and if they have previously done so, should withdraw
such tendered shares prior to 5:00
p.m. New York City time, on
July 15, 2013. Tenders of
Blue Wolf's ordinary shares must be made prior to the expiration of
the tender offer and may be withdrawn at any time prior to the
expiration of the tender offer in accordance with the procedures
described in the previously provided tender offer materials.
The tender offer is subject to the conditions and other terms
set forth in the Offer to Purchase, dated May 21, 2013, and other tender offer materials
(as they may be amended or supplemented) that have been distributed
to Blue Wolf's shareholders. In particular, the tender
offer is conditioned on, among other things, that the business
combination with Li3, in Blue Wolf's reasonable judgment, is
capable of being consummated contemporaneously with the tender
offer.
The last reported trading price of Blue Wolf ordinary shares on
the Nasdaq Capital Market on June 19,
2013 was $10.29 per share. As
of June 19, 2013, 1,871,703 ordinary
shares have been tendered and not withdrawn.
Morrow & Co., LLC is acting as the information agent for the
Offer, and the depositary is Continental Stock Transfer & Trust
Company. Shareholders are urged to review the Offer to Purchase
which is available at www.sec.gov and which has been
distributed to holders of record and brokers who hold for
shareholders. For questions and information, please call the
information agent toll free at (800) 662-5200 (banks and brokers
call collect at (203) 658-9400) or via e-mail at
mngl.info@morrowco.com.
This announcement is for informational purposes only and does
not constitute an offer to purchase nor a solicitation of an offer
to sell Blue Wolf ordinary shares. The solicitation of offers
to buy Blue Wolf ordinary shares will only be made pursuant to the
Offer to Purchase (as amended or supplemented), the letter of
transmittal, and other related documents that Blue Wolf has sent or
will send to its shareholders. The tender offer materials contain
important information that should be read carefully before any
decision is made with respect to the tender offer. Tender offer
materials have been distributed to Blue Wolf's shareholders at no
expense and will be available at no charge on the SEC's website at
www.sec.gov and from the Information Agent.
About Blue Wolf Mongolia Holdings Corp.
Blue Wolf is a blank check company formed in the British Virgin Islands on March 11, 2011 for the purpose of effecting a
merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more
businesses. In July 2011, Blue Wolf
completed its initial public offering of 8,050,000 units. Upon the
closing of the initial public offering, Blue Wolf deposited
$80,237,500 ($9.97 per share) in a trust account. Blue Wolf
conducted a previous tender offer in connection with the amendment
of its charter to extend its corporate existence. Subsequent to
payment of redemption amounts associated with Blue Wolf's previous
tender offer, approximately $22.5
million remains in Blue Wolf's trust account.
Cautionary Note Regarding Forward-Looking Statements
Any statements contained herein which are not statements of
historical fact may be deemed to be forward-looking statements,
including, without limitation, statements identified by or
containing words like "believes," "expects," "anticipates,"
"intends," "estimates," "projects," "potential," "target," "goal,"
"plans," "objective," "should", or similar expressions. All
statements by us regarding our possible or assumed future results
of our business, financial condition, liquidity, results of
operations, plans and objectives and similar matters are
forward-looking statements. Blue Wolf gives no assurances that the
assumptions upon which such forward-looking statements are based
will prove correct. Forward-looking statements are not
guarantees of future performance and involve risks, uncertainties
and assumptions (many of which are beyond our control), and are
based on information currently available to us. Actual results may
differ materially from those expressed herein due to many factors,
including, without limitation: the risk that more than 1,467,970 of
Blue Wolf's ordinary shares will be validly tendered and not
properly withdrawn prior to the expiration of the tender offer
which would then cause it to (i) be unable to satisfy the Maximum
Tender Condition and the Merger Condition (as each is described in
the Offer to Purchase), (ii) be unable to consummate the business
combination and (iii) withdraw the tender offer; the risk that Blue
Wolf's Registration Statement on Form F-4 is not declared effective
prior to July 22, 2013, or even if
effective, Li3 may not have sufficient time subsequent to
effectiveness to seek stockholder approval of the business
combination under Nevada law, or
even if so, that Li3 stockholders do not approve the business
combination; the risk that governmental and regulatory review of
the tender offer documents may delay the business combination or
result in the inability of the business combination to be
consummated by July 22, 2013 and the
length of time necessary to consummate the business combination;
the risk that a condition to consummation of the business
combination may not be satisfied or waived; the risk that the
anticipated benefits of the business combination may not be fully
realized or may take longer to realize than expected; the risk that
any projections, including earnings, revenues, expenses, margins,
mineral reserve estimates or any other financial items are not
realized; changing legislation and regulatory environments
including those in foreign jurisdictions in which Li3 intends to
operate; the ability to list and comply with NASDAQ's continuing
listing standards, including having the requisite number of round
lot holders or stockholders and meeting the independent director
requirements for the board of directors and its committees; Li3's
mineral operations are subject to Chilean law and government
regulation; validation of the POSCO technology; obtaining and the
issuance of necessary government consents; confirmation of initial
exploration results; our ability to raise additional capital for
exploration; development and commercialization of our projects;
future findings and economic assessment reports; our ability to
identify appropriate corporate acquisition or joint venture
opportunities in the lithium mining sector and to establish
appropriate technical and managerial infrastructure; political
stability in countries in which we operate; and fluctuations in
lithium prices. These risks, as well as other risks associated with
the proposed business combination, are more fully discussed in the
Schedule TO (and any amendments thereto) filed by Blue Wolf in
connection with the business combination and the tender offer. For
further information about risks faced by Li3, see the "Risk
Factors" section of Li3's Form S-1, filed with the SEC on
January 17, 2013. Blue Wolf
undertakes no obligation to update any forward-looking statement
contained herein to reflect events or circumstances which arise
after the date of this release.
Company
Contact:
Lee O. Kraus, CEO
& Chairman
Phone: (203)
622-4903
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Information
Agent:
Morrow & Co.,
LLC
470 West Avenue, 3rd
Floor
Stamford, Connecticut
06902
Telephone:
(800) 662-5200
Banks and Brokerage
Firms: (203) 685-9400
mngl.info@morrowco.com
|
SOURCE Blue Wolf Mongolia Holdings Corp.