This re-affirmation follows a settlement agreement between Nunavut and Staff of the Ontario Securities Commission ("OSC"), the major terms of which were that Nunavut must either extend the expiry date of its bid for a minimum of 10 days without offering the exchange rights and warrants previously proposed by Nunavut, or amend their offer to provide for the issuance of the exchange rights while also extending the offer for a minimum 10 days. Under no circumstances can Nunavut on January 10, 2011 take up any shares tendered to its offer.
Nunavut's agreement with the OSC allowed it to avoid a public hearing to examine the adequacy of its disclosure and its compliance with securities laws, and the risk of a cease trade order against its bid.
"Nunavut's partial offer is highly conditional and discretionary, and continues to be so," Peter Kukielski, Head of Mining and Member of the Group Management Board at ArcelorMittal, said. "Nunavut provides Baffinland shareholders no certainty as to what Nunavut is offering under its bid. Nunavut's coercive partial offer will leave shareholders with the prospect of holding thinly traded shares subject to further financing and execution risks. It is also important for Baffinland shareholders to understand that the Nunavut offer does not currently include any exchange rights or warrants, and will not unless and until such time as the Nunavut offer is amended and the timing extended, both of which are uncertain."
He added that the Baffinland shares would be subject to further dilution under the Nunavut offer, as a result of the proposed issuance of warrants, if implemented, and as Nunavut sought financing to move the project forward".
As disclosed by Baffinland earlier today, estimated capital costs under the Road Haulage feasibility study currently being finalized are expected to be higher than research analyst estimates, creating further uncertainty about the likely trading value of Baffinland shares not taken up under the Nunavut partial offer.
From the perspective of Baffinland shareholders, the ArcelorMittal offer for 100% of Baffinland shares eliminates all uncertainty with respect to future financing and costs of the Mary River project, dilution arising from the financing of the project, and the future trading value of Baffinland shares.
Baffinland shareholders now have a clear choice – to tender to the all cash C$1.40 per share offer by ArcelorMittal for 100 per cent of the Common Shares before 11:59 p.m. (Toronto time) on January 10, 2011, or risk the uncertainty of Nunavut's coercive partial offer.
The Baffinland Board of Directors recommends that shareholders and 2007 Warrant holders accept the ArcelorMittal Offer. Baffinland's largest shareholder, Resource Capital Funds, has tendered all of its Common Shares and 2007 Warrants, representing approximately 22.5% of the outstanding Common Shares (on a fully diluted basis), to the ArcelorMittal Offer, and each of the directors and officers of Baffinland have tendered all Common Shares and 2007 Warrants held by them, representing a further approximately 2.4% of the outstanding Common Shares (on a fully diluted basis), to the Offer, all pursuant to lock-up agreements with ArcelorMittal. In addition, as at 29 December 2010, no further conditions relating to regulatory approvals are outstanding under the Offer.
Information Agent for the Offer
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