July 13, 2012
SunOpta Announces Opta Minerals Inc. to Make Cash Offer for WGI Heavy Minerals, Incorporated
TORONTO, July 13, 2012 (GLOBE NEWSWIRE) — SunOpta Inc. (“SunOpta or “the Company”) (Nasdaq:STKL) (TSX:SOY) today announced that Opta Minerals Inc. (“Opta”) (TSX:OPM) and WGI Heavy Minerals, Incorporated (“WGI”) (TSX:WG) have entered into a support agreement (the “Support Agreement”), pursuant to which Opta has agreed to make an offer to acquire all of the outstanding common shares of WGI for C.60 in cash per share by way of a take-over bid (the “Offer”). The Offer values WGI at approximately C.45 million on a fully-diluted basis.
WGI sources, processes and markets industrial abrasive minerals, primarily garnet. WGI also sources, assembles and sells ultra-high pressure waterjet cutting machine replacement parts and components. In their most recent fiscal year WGI realized revenues of C.8 million. The product portfolio and global geographic reach of the WGI business is expected to be a good fit with Opta, and is also expected to generate efficiencies and synergies as the capabilities of the organizations are leveraged.
David Kruse, President and Chief Executive Officer of Opta, commented, “We are very pleased to propose this all cash share offer. WGI will be a strategic acquisition for our industrial minerals segment and will be integrated with our other businesses. WGI will further expand our geographic reach to better service current and potential customers throughout the Americas, Europe, Asia and the Middle East. The acquisition of WGI will also provide Opta the opportunity to further leverage our business in the industrial minerals, steel and magnesium segments.”
In connection with the execution of the Support Agreement, all of the directors and officers of WGI and certain of its significant shareholders, collectively holding approximately 61.3% of the outstanding WGI common shares on a fully-diluted basis, entered into lock-up agreements with Opta, pursuant to which they have agreed to tender to the Offer all of the WGI common shares held by them (including common shares issuable upon exercise of options).
The Offer will be subject to certain customary conditions, including a minimum tender provision whereby at least 66 2/3% of the outstanding WGI common shares calculated on a fully-diluted basis will have been tendered prior to the expiry date of the Offer, and also subject to no event having occurred that has had, or that could reasonably be expected to have, a material adverse effect in respect of WGI. The Offer is not subject to any financing condition.
Provided that the minimum tender condition is met and Opta takes up and pays for the WGI common shares tendered to the Offer, Opta has agreed to take steps available to it under relevant corporate and securities laws to acquire any WGI common shares that remain outstanding following the completion of the Offer.
Steve Bromley, President and CEO of SunOpta commented, “We are very pleased with Opta’s agreement to make a cash offer for the shares of WGI. We believe this transaction, if completed, will further expand Opta’s product offering and geographic reach, but most importantly, position Opta as a key global player in industrial minerals and in doing so, enhance shareholder value. As previously noted, late last year the board of directors of Opta decided to suspend the strategic review process due in part to the belief that a number of near-term growth opportunities, when completed, would increase Opta’s overall value. In late 2011, Opta completed the acquisition of Inland RC, LLC, a supplier to the mill and foundry industry located in Cleveland, Ohio, and in February 2012, it completed the acquisition of Babco Industrial Corp. Babco is an industrial processor and supplier of petroleum coke, synthetic slag, ladle sand and crushed graphite located in Regina, Saskatchewan. The addition of WGI is yet another step in this plan, further expanding Opta’s global presence. We believe that these initiatives will lead to increased shareholder value in Opta and we continue to assess options for the Opta business in the future.”
About SunOpta Inc.
SunOpta Inc. is a leading global company focused on natural, organic and specialty foods products. The company specializes in sourcing, processing and packaging of natural and organic food products, integrated from seed through packaged products; with a focus on strategically vertically integrated business models. The Company’s core natural and organic food operations focus on value-added grains, fiber and fruit based product offerings, supported by a global infrastructure. The company has two non-core holdings, a 66.2% ownership position in Opta Minerals Inc., listed on the Toronto Stock Exchange, a producer, distributor, and recycler of environmentally friendly industrial materials; and a minority ownership position in Mascoma Corporation, an innovative biofuels company.
The SunOpta Inc. logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=3958
About Opta Minerals Inc.
Opta Minerals Inc is a vertically integrated provider of custom process optimization solutions and related materials for use primarily in the steel, foundry, loose abrasive cleaning and municipal water filtration industries. The company currently has production and distribution facilities in Ontario, Québec, Louisiana, South Carolina, Virginia, Maryland, Indiana, Michigan, New York, Texas, Florida, Ohio, Kosice, Slovakia, and Romans-sur-Isère, France and one of the broadest product lines in the industry.
About WGI Heavy Minerals
The principal business of WGI is the processing and sale of industrial abrasive minerals and the sourcing, assembly and sale of ultra-high pressure waterjet cutting machine replacement parts and components. The company, through its subsidiaries, markets and sells abrasive products and services and waterjet replacement parts globally.
Forward Looking Statements
Certain statements included in this press release may be considered “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities legislation. These forward-looking statements include, but are not limited to, statements as to the completion of the Offer and the potential benefits to be derived by Opta from the acquisition of WGI, including expected efficiencies and synergies, expanded product offering and geographic reach, the opportunity to further leverage Opta’s business in the industrial minerals, steel and magnesium businesses and enhanced shareholder value. Words such as “may”, “would”, “could”, “should”, “will”, “anticipate”, “believe”, “plan”, “expect”, “intend”, “potential” and similar expressions may be used to identify these forward-looking statements although not all forward-looking statements contain such words .
Forward-looking statements are based on information available to us on the date of this release and are based on estimates and assumptions made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments as well as other factors the Company believes are appropriate in the circumstances. Whether actual timing and results will be consistent with expectations and predications of the Company is subject to many risks and uncertainties that could cause actual results to differ materially from the Company’s expectations and predictions, including risks associated with acquisitions generally such as inability to secure the requisite number of votes or regulatory approvals necessary to complete the acquisition; completion of the acquisition may be more costly than expected, the inability to successfully integrate the businesses of Opta and WGI; the inability to achieve the anticipated benefits from the acquisition or it may take longer than expected to achieve those benefits; and the risk of unexpected costs or liabilities. Other risks include the impact of general economic conditions; industry conditions; volatility of raw materials; currency fluctuations; mining risks; risks associated with foreign operations; governmental and environmental regulation; competition from other industry participants; the lack of availability of qualified personnel or management; stock market volatility. In addition, specific risks associated with WGI’s business, including, cancellations of or the failure to renew purchase orders, production and delivery issues, quality, pricing and availability of raw materials; and compliance with environmental regulation as well as the other risks identified in the “Risk Factors” section of Opta Minerals’ Annual Information Form and its management’s discussion and analysis for the three month period ended March 31, 2012 or the “Risk Factors” section of WGI’s Annual Information Form and its management’s discussion and analysis for the three month period ended March 31, 2012 (copies of which, in each case, may be obtained at www.sedar.com) should be carefully considered. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results, performance or achievements may vary materially from those expressed or implied by this press release. Readers should not place undue reliance on the forward-looking statements. These forward-looking statements are made as of the date of this press release and, other than as required by law, neither the Company nor Opta intends to or assumes any obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise.
CONTACT: SunOpta Inc. Steve Bromley, President & CEO Rob McKeracher, Vice President & CFO John Dietrich, Vice President, Corporate Development Susan Wiekenkamp, Information Officer Tel: 905-455-2528, ext 103 email@example.com Website: www.sunopta.com
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