CFI Califfi Capital Corp

Canada Fluorspar Inc. (TSX VENTURE:CFI)(OTC:CNDFF) ("CFI" or the "Company"), is
pleased to announce that the Company and a wholly-owned subsidiary of investment
funds managed by Golden Gate Capital ("Acquirer") have entered into a definitive
agreement (the "Arrangement Agreement") pursuant to which Acquirer will acquire,
by way of a court-approved plan of arrangement (the "Arrangement") in accordance
with the Business Corporations Act (Ontario) (the "OBCA"), all of the issued and
outstanding common shares of the Company (the "Common Shares") at a price of
$0.35 per Common Share, payable in cash (the "Consideration"). 


The Board of Directors of the Company (the "CFI Board"), after receiving the
unanimous recommendation of the Special Committee composed of independent
directors of the CFI Board (the "Special Committee"), has approved the
Arrangement and the entering into of the Arrangement Agreement. The Special
Committee and the CFI Board, in its review of the Arrangement and determination
to recommend the Arrangement to shareholders, considered a number of factors,
including those listed below:




--  Significant Premium to Market: The Consideration represents a 87%
    premium to the 20 day volume weighted average price and a 67% premium to
    the last close price of CFI's common shares on the TSX Venture Exchange
    as at April 1, 2014;

--  Cash Consideration: The Consideration is 100% cash, which provides
    shareholders with liquidity of their holdings in CFI and certainty of
    return, which are important considerations given the equity market
    volatility currently being experienced;

--  Fairness Opinion: The opinion of Cormark Securities Inc. ("Cormark"),
    dated April 1, 2014, to the Special Committee, as to the fairness of the
    Consideration, from a financial point of view, to the shareholders of
    CFI.



In addition to the Arrangement, the Company is pleased to announce that it has
entered into an agreement (the "Advance Agreement") with Acquirer, an affiliate
of Golden Gate Capital, whereby Acquirer will provide a $2,000,000 convertible
advance (the "Advance") to the Company. 


At the time that the Arrangement Agreement and Advance Agreement were agreed to,
Golden Gate Capital and CFI were arm's length parties. If the Arrangement is
completed, the Common Shares will be delisted from the TSX Venture Exchange.


"CFI is very pleased to announce this transaction with Golden Gate Capital,"
Lindsay Gorrill, President and CEO of the Company said. "The Consideration
offered by Golden Gate Capital provides immediate liquidity and a significant
premium to the current share price and we are recommending that shareholders
vote in favour of the Arrangement. We are pleased to note that Golden Gate
Capital has a vision for the St. Lawrence Fluorspar project that, combined with
its financial strength, will help ensure a long-term economically viable project
that will benefit the town of St. Lawrence and the Burin Peninsula."


Arrangement Agreement Summary

The completion of the Arrangement is subject to the satisfaction of a number of
conditions, including but not limited to, receipt of requisite shareholder,
court and regulatory approvals. The Arrangement will need to be approved by not
less than 66 2/3% of the votes cast by the Company's shareholders voting in
person or by proxy, at a special meeting of the Company's shareholders. In
addition, the completion of the Arrangement is subject to the successful
continuance of the Company from the Province of Alberta to the Province of
Ontario as a corporation under the OBCA.


Certain shareholders, directors and senior officers of the Company, holding in
aggregate approximately 39.3% of the issued and outstanding Common Shares of the
Company, have entered into lock-up agreements with Acquirer, an affiliate of
Golden Gate Capital, pursuant to which they have agreed to vote their securities
(including shares issued upon the exercise of any options) in favour of the
Arrangement. 


Under the terms of the Arrangement Agreement, the Company has agreed that it
will not solicit or initiate any inquiries or discussions regarding any other
business combination or sale of assets. In addition, the Arrangement Agreement
has provided Acquirer with the right to match any superior proposals and
includes termination fees payable by either party in certain circumstances. The
terms of the Arrangement will be summarized in the Company's management
information circular which will be filed and mailed to the Company's security
holders in April 2014 in connection with the special meeting of the Company's
shareholders to be held in May 2014. For more information on the Arrangement
Agreement, please refer to the full Arrangement Agreement, a copy of which will
be filed by the Company on SEDAR and will be available for viewing on the
Company's SEDAR profile on www.sedar.com.


Cormark, acting as financial advisor to the Special Committee, has provided an
opinion that, based upon and subject to the assumptions, limitations, and
qualifications in such opinion, the Consideration to be received by the
Company's shareholders is fair, from a financial point of view, to the Company's
shareholders. 


Convertible Financing

The Advance will become due on April 1, 2016 (the "End Date"), unless earlier
converted, and will bear yield, payable in kind quarterly in arrears, at a rate
of 12.0% per annum. The Advance will be convertible at Acquirer's option into
units of the Company (the "Units") at any time prior to the close of business on
the End Date at a conversion price of $0.20 per Unit. Each Unit will be
comprised of one Common Share and one Common Share purchase warrant (a
"Warrant"). Each Warrant will entitle the holder thereof to acquire one Common
Share at an exercise price of $0.30 at any time prior to the close of business
on the End Date. The Advance will be convertible at the Company's option if the
Arrangement Agreement is terminated under certain circumstances upon same terms
as if it was converted at Acquirer's option. The securities issuable to Acquirer
pursuant to the Advance are subject to a four-month hold period, expiring August
3, 2014.


The Company has received conditional approval of the Advance from the TSX
Venture Exchange. The proceeds from the Advance will be used by the Company to
fund the ongoing operations of the Company during the interim period prior to
the closing of the transactions contemplated by the Arrangement Agreement.


Advisors and Legal Counsel

Cormark is acting as financial advisor and Stikeman Elliott LLP is acting as
legal counsel to the Special Committee, and Arena Advisors, L.L.C. advised on
the transaction. 


About the Company

The Company is a specialty mineral resource company engaged in the development
of fluorspar deposits located in St. Lawrence, Newfoundland, Canada, and is
proposing, through Newspar, its 50/50 joint venture, to reactivate the existing
Blue Beach North and Tarefare underground fluorspar mines, by expanding the
existing mill and constructing a new, environmentally sound Tailings Management
Facility.


For more information please see: www.canadafluorspar.com

About Golden Gate Capital

Golden Gate Capital is a San Francisco-based private equity investment firm with
approximately $12 billion of capital under management. Golden Gate Capital is
dedicated to partnering with world-class management teams to invest in
change-intensive, growth businesses. The firm targets investments in which there
is a demonstrable opportunity to significantly enhance a company's value. The
principals of Golden Gate Capital have a long and successful history of
investing with management partners across a wide range of industries and
transaction types. For more information, visit www.goldengatecap.com.


Neither TSX Venture Exchange nor its Regulation Services Provider (as that term
is defined in the policies of the TSX Venture Exchange) accepts responsibility
for the adequacy or accuracy of this release.


Cautionary Note and Forward-Looking Statements

This press release contains forward-looking statements which include, but are
not limited to, statements regarding the expected timing of the completion of
the sale of the Company to Acquirer as contemplated by the Arrangement Agreement
or other statements that are not statements of fact. There can be no assurances
that any transaction will be completed. These statements are not guarantees of
future events and involve assumptions, risks, and uncertainties that are
difficult to predict. Although the Company believes that the expectations
reflected in such forward-looking statements are reasonable, it cannot give any
assurance that such expectations will prove to be correct. Many factors could
cause actual results, performance or achievements to be materially different
from any future results, performance or achievements that may be expressed or
implied by such forward-looking statements, including, risks associated with the
Arrangement and acquisition generally, such as: the failure to satisfy the
conditions of the Arrangement; completion of the Arrangement may be more costly
than expected; and the risk of unexpected costs or liabilities relating to the
Arrangement. Such forward-looking statements are also based on a number of
assumptions which may prove to be incorrect, including, but not limited to,
assumptions about the following: the Company and Acquirer will be able to
satisfy the conditions to the Arrangement; the required approvals will be
obtained from the shareholders of the Company; and all third party regulatory
and governmental approvals in connection with the Arrangement, as applicable,
will be obtained and all other conditions to completion of the Arrangement will
be satisfied or waived. Should one or more of the risks or uncertainties
involved in forward-looking statements materialize, or should the assumptions
prove incorrect, actual results may vary materially from those anticipated,
believed, estimated or expected. Accordingly, readers should not place undue
reliance on forward-looking statements.


Forward-looking statements are qualified entirely by this cautionary statement
and are given only as at the date of this press release. The Company disclaims
any obligation to update or revise any forward looking statements, whether as a
result of new information, future events or otherwise, except as required by
law.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Canada Fluorspar Inc.
Lindsay Gorrill
President and CEO
1-800-823-8095
lgorrill@canadafluorspar.com

Califfi Capital (TSXV:CFI)
過去 株価チャート
から 5 2024 まで 6 2024

Califfi Capital (TSXV:CFI)
過去 株価チャート
から 6 2023 まで 6 2024