October 31, 2008
Waratah Rejects Mineralogy’s Amended and Revised Unsolicited Offer
In its Notice of Change to the Directors' Circular to be filed today, the Board of Directors of Waratah Coal Inc. ("Waratah") (TSX VENTURE: WCI) unanimously recommends that shareholders continue to reject the amended and revised offer from Mineralogy Pty Ltd. ("Mineralogy") and not tender their shares to the revised Mineralogy offer.
"Mineralogy has not increased its offer price of $1.41 per share, which the Board of Directors, the Special Committee and Waratah's financial advisor, Merrill Lynch Canada Inc., have previously deemed inadequate," says Howard Stack, Chairman of the Special Committee. "The Board's principal reasons for rejecting Mineralogy's original offer continue to apply to its revised offer."
In making its recommendation, the Board of Directors carefully reviewed the Mineralogy notice of extension and variation and considered many factors, including those detailed in the Directors' Circular dated October 17, 2008, the recommendation of the Special Committee, the opinion of Waratah's financial advisor, Merrill Lynch Canada Inc., and advice from Waratah's legal advisor, Torys LLP.
As noted in the Directors' Circular and Notice of Change, the Special Committee, with the assistance of Waratah's financial and legal advisors, has been actively pursuing higher bids or more attractive alternative transactions to Mineralogy's offer that may offer shareholders more attractive value. Waratah has entered into confidentiality agreements with a number of interested parties and discussions are in progress to bring forward higher bids or more attractive alternatives.
"We are encouraged by the level of interest and have established a data room for the purpose of providing confidential information to interested third parties, and several parties are already accessing the data room. Waratah and its advisors have established a process designed to elicit definitive proposals from interested parties in advance of the December 3, 2008 expiry time of Mineralogy's revised offer," says Mr. Stack.
While the Special Committee's process is ongoing, it is not possible at this time to predict with certainty what alternatives (if any) may emerge from this process. The Board believes that it is in the best interest of Waratah and its shareholders for there to be sufficient time to permit higher bids or other strategic alternatives that may be available to Waratah to emerge, and for the Special Committee to review and evaluate such potential alternatives.
The Board of Directors will provide shareholders with an update on the status of any alternative transactions before the expiry of Mineralogy's revised offer, so that shareholders can consider the advances it has made and any material change in circumstances which has come to the Board's attention.
Availability of the Notice of Change to Directors' Circular
The Notice of Change contains the Board's recommendation, a discussion of its reasons for recommending that shareholders reject the Mineralogy' revised offer and other information required under applicable Canadian securities law. Shareholders are urged to read the Notice of Change to the Directors' Circular in its entirety. Copies of the Notice of Change to the Directors' Circular will be mailed to shareholders directly and will be available on Waratah's website at www.waratahcoal.com or on SEDAR at www.sedar.com.
How to withdraw your shares from the revised Mineralogy offer
Waratah shareholders wishing to withdraw their shares from the revised Mineralogy offer are encouraged to contact Waratah's information agent, Laurel Hill Advisory Group, at 1-866-588-7127 (toll free in North America) or at 1-416-637-4661 (collect outside North America).
This press release does not constitute an offer to sell or a solicitation to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended ("the U.S. Securities Act") or any state securities law and may not be offered or sold in the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Except for the historical and present factual information contained herein, the matters set forth in this news release, including words such as "expects", "projects", "plans", "anticipates" and similar expressions, are forward-looking information that represents management of Waratah Coal's internal projections, expectations or beliefs concerning, among other things, future operating results and various components thereof or the economic performance of Waratah Coal. The projections, estimates and beliefs contained in such forward-looking statements necessarily involve known and unknown risks and uncertainties, which may cause Waratah Coal's actual performance and financial results in future periods to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. These risks and uncertainties include, among other things, those described in Waratah Coal's filings with the Canadian securities authorities. Accordingly, holders of Waratah Coal shares and potential investors are cautioned that events or circumstances could cause results to differ materially from those predicted. Waratah Coal disclaims any responsibility to update these forward-looking statements.
The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.
Contacts: Waratah Coal Inc. Peter Lynch President and CEO +61 7 3303 0692 Email: [email protected] Waratah Coal Inc. Michael Joyner Investor Relations - Canada (416) 368-3671 Email: [email protected] Website: www.waratahcoal.com
SOURCE: Waratah Coal Inc.