Shareholders of Canada Fluorspar Inc (TSX Venture: CFI) (OTC: CNDFF) have voted 99.8% in favour of the previously announced acquisition of the company by an affiliate of U.S. private equity firm Golden Gate Capital. Subject to court approval and other requirements, Canada Fluorspar will be bought for $0.35 per common share, or an estimated $38.8 million. The final close is expected to occur before the end of May. Based in St. John’s, Newfoundland, Canada Fluorspar is a specialty mineral resource company engaged in the development of fluorspar deposits located in Atlantic Canada.
Canada Fluorspar Shareholders Approve Arrangement with Golden Gate Capital
ST. JOHN’S, NEWFOUNDLAND–(Marketwired – May 21, 2014) – Canada Fluorspar Inc. (TSX VENTURE:CFI)(OTC:CNDFF) (“CFI” or the “Company”), is pleased to announce that, at the Company’s meeting of shareholders held earlier today, shareholders of the Company have approved a statutory plan of arrangement with CF Acquisition Inc., a wholly-owned subsidiary of investment funds managed by Golden Gate Capital (“Acquirer”). The arrangement was approved by the affirmative vote of approximately 99.8% of the votes cast by the Company’s shareholders and a related continuance resolution, approving the continuance of the Company from the Province of Alberta to the Province of Ontario, received the affirmative vote of approximately 99.8% of the votes cast. The arrangement, which is subject to final court approval at a hearing to be held at 10:00 a.m. (Toronto time) on May 26, 2014, and other customary closing conditions, is expected to close on May 29, 2014.
Pursuant to the arrangement that was announced on April 2, 2014, Acquirer will acquire, by way of the court-approved plan of arrangement in accordance with the Business Corporations Act (Ontario), 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.
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.
Canada Fluorspar Inc.
President and CEO
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