NEW YORK, July 5, 2013 /PRNewswire/ -- Blue Wolf
Mongolia Holdings Corp. (NASDAQ: MNGL) ("Blue Wolf" or the
"Company") today announced that the Company's previously announced
tender offer will now expire, in accordance with applicable rules
and regulations governing tender offers, at 11:59 p.m., New York
City time, on July 11, 2013,
unless further extended or terminated. The tender offer was
previously scheduled to expire at 5:00
p.m., New York City time,
on July 15, 2013.
The completion of the tender offer is a condition to Blue Wolf's
previously announced business combination with Li3 Energy, Inc.
("Li3"). The acceleration of the expiration date is
being made to comply with the rules and procedure requirements of
the Securities Exchange Commission ("SEC") related to Li3's
solicitation of shareholder approval for the business
combination. All of the terms and conditions of the tender
offer are set forth in the amended and restated tender offer
materials filed today with the SEC. A complete electronic
copy of these amended and restated filings can be found on the
SEC's website at www.sec.gov.
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 11:59
p.m. New York City time, on
July 11, 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the tender offer and may be withdrawn at any time prior to the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 amended and restated tender offer materials.
The tender offer is subject to the conditions and other terms
set forth in the Amended and Restated Offer to Purchase, dated
July 5, 2013, and other tender offer
materials (as they may be amended or supplemented) that have been
or are being 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 by July 22, 2013.
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 Amended and Restated
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
Amended and Restated 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 Amended and Restated 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:
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Information
Agent:
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Lee O. Kraus, CEO & Chairman
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Morrow & Co.,
LLC
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Phone: (203) 622-4903
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470 West Avenue, 3rd
Floor
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Stamford, Connecticut
06902
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Telephone: (800)
662-5200
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Banks and Brokerage
Firms: (203) 685-9400
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mngl.info@morrowco.com
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SOURCE Blue Wolf Mongolia Holdings Corp.