Western Coal Shareholders Overwhelmingly Approve Plan of Arrangement with Walter Energy
VANCOUVER, March 8 /CNW/ --
Western Announces Preliminary Results of Arrangement Consideration
Elections
VANCOUVER, March 8 /CNW/ - Western Coal Corp. (TSX: WTN), (TSX: WTN.WT) and (AIM: WTN) (the 'Company' or 'Western')
and Walter Energy, Inc. (NYSE: WLT) ('Walter') announced today that Western's shareholders have
overwhelmingly voted in favour of the proposed acquisition of Western
by Walter. The proposed transaction was approved by approximately
99.86% of the votes cast by all shareholders eligible to vote and
approximately 99.79% of the votes cast by 'minority' shareholders
(shareholders other than Walter and funds managed by Audley Capital
Management Limited).
Completion of the arrangement remains conditional on approval by the
Supreme Court of British Columbia and satisfaction of other customary
conditions, including regulatory and stock exchange approvals. Subject
to the satisfaction or waiver of all conditions precedent, it is
currently anticipated that the arrangement will be completed on or
about April 1, 2011.
Preliminary Results of Arrangement Consideration Elections
Under the terms of the arrangement, Walter will indirectly acquire each
outstanding Western common share not already owned by it in exchange
for either CDN$11.50 in cash (the 'Cash Consideration') or 0.114 of a
Walter common share (the 'Share Consideration'), subject to pro-ration
as described in Western's management proxy circular dated February 2,
2011 (the 'Circular').
As of today, there are 259,813,094 Western common shares that are
eligible to participate in the arrangement. This number includes
5,051,000 common shares to be issued immediately prior to completion of
the arrangement pursuant to the conditional exercise of Western options
and excludes 72,122,826 Western common shares held by subsidiaries of
Western as well as 25,274,745 Western common shares owned by Walter.
Registered Western shareholders (other than 'Restricted Shareholders',
as defined in the Circular) were entitled to elect the form of
consideration they wished to receive in exchange for their Western
common shares by submitting a valid election prior to 5:00 p.m.
(Eastern Time) on March 3, 2011. Restricted Shareholders (as defined
in the Circular) and shareholders who did not validly submit an
election prior to the election deadline are deemed to have elected the
Cash Consideration in respect of 70% of their Western common shares and
the Share Consideration in respect of 30% of their Western common
shares.
Based on valid elections received prior to the election deadline and
deemed elections, as of today Western shareholders (including the
holders of Western options who have exercised their options conditional
upon completion of the arrangement) have elected to receive:
-- the Share Consideration in respect of 233,957,510 Western
common shares; and
-- the Cash Consideration in respect of 25,855,584 Western common
shares.
Based on the 259,813,094 Western common shares that are eligible to
participate in the arrangement as of today, the maximum number of
Western common shares that can be exchanged for the Share Consideration
is 77,943,928. Since the aggregate elections for Share Consideration
exceed this amount, all elections (including deemed elections) will be
subject to pro-ration in the manner described in the Circular. As of
today, and based on the numbers referenced above, this would result in
the number of Western common shares that each shareholder exchanges for
the Share Consideration being reduced by approximately 66%. Any
Western shares not exchanged for the Share Consideration as a result of
this pro-ration Western will instead be exchanged for the Cash
Consideration.
The final pro-ration calculations will depend on the number of Western
common shares that actually participate in the arrangement and will not
be known until the arrangement has been completed. Western will
announce the final pro-ration calculations, which are not expected to
vary materially from the pro-ration calculations described above, upon
completion of the arrangement.
About Western Coal
Western Coal is a producer of high quality metallurgical coal from three
mines in northeast British Columbia (Canada), high quality
metallurgical coal and compliant thermal coal from four mines located
in West Virginia (USA), and high quality anthracite and metallurgical
coal in South Wales (UK). The Company is headquartered in Vancouver,
BC, Canada, and trades on the AIM and TSX stock exchanges under the
symbol 'WTN'. More information can be found at www.westerncoal.com.
About Walter Energy
Walter Energy is a leading U.S. producer and exporter of premium hard
coking coal for the global steel industry and also produces steam coal
and industrial coal, metallurgical coke and coal bed methane gas.
Walter Energy has annual revenues of approximately $1.6 billion and
employs approximately 2,100 people. For more information about Walter
Energy, please visit the company website at www.walterenergy.com.
Forward-Looking Information Disclaimer
This release may contain forward-looking statements that may involve
risks and uncertainties. Such statements relate to the Company's
expectations, intentions, plans and beliefs. As a result, actual future
events or results could differ materially from those suggested by the
forward-looking statements. Readers are referred to the documents filed
by the Company on SEDAR. Such risk factors include, but are not limited
to changes in commodity prices; strengths of various economies; the
effects of competition and pricing pressures; the oversupply of, or
lack of demand for, the Company's products; currency and interest rate
fluctuations; various events which could disrupt the Company's
construction schedule or operations; the Company's ability to obtain
additional funding on favourable terms, if at all; and the Company's
ability to anticipate and manage the foregoing factors and risks.
Additionally, statements related to the quantity or magnitude of coal
deposits are deemed to be forward-looking statements. The reliability
of such information is affected by, among other things, uncertainties
involving geology of coal deposits; uncertainties of estimates of their
size or composition; uncertainties of projections related to costs of
production; the possibilities in delays in mining activities; changes
in plans with respect to exploration, development projects or capital
expenditures; and various other risks including those related to
health, safety and environmental matters.
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Walter Energy Contacts: Investors: Mark H. Tubb Vice President - Investor Relations 813.871.4027 mtubb@walterenergy.com Media: Michael A. Monahan Director - Corporate Communications 205.745.2628 mmonahan@walterenergy.com | Western Coal Contacts: David Jan Head of Investor Relations 604.694.2891 david.jan@westerncoal.com Bobby Morse / Katharine Sutton Buchanan Communications 44 (0)207 466 5000 bobbym@buchanan.uk.com |