The consummation of the Transaction is conditioned upon, in addition to customary closing conditions, among other things: (i) the successful completion of a tender offer in accordance with the terms and conditions set forth in the offer to purchase (the "Offer to Purchase") and related documents to be filed by Blue Wolf with the SEC in connection with the Tender Offer, (ii) the effectiveness of Blue Wolf's registration statement on Form F-4 registering the Merger Consideration, (iii) the approval and adoption by the shareholders of Li3 of the Agreement and Plan of Merger and the transactions contemplated thereby and (iv) Blue Wolf retaining no less than $5.0 million in cash subsequent to the completion of the Tender Offer and payment of fees and expenses related thereto.
Regulatory Procedures and Shareholder Approval
Blue Wolf's shareholders are not required to approve the Transaction. Li3 will separately solicit its shareholders, and convene a meeting of its shareholders, for approval of the Agreement and Plan of Merger and the transactions contemplated thereby. Blue Wolf will file a registration statement on Form F-4 with the SEC to register the distribution of the Merger Consideration to Li3's shareholders. The registration statement, which will include a proxy statement/prospectus for Li3's shareholders, must be declared effective by the SEC before Li3's shareholders can approve the Transaction.
The Transaction has received unanimous approval by the board of directors of both Li3 and Blue Wolf. Upon closing, Blue Wolf's sponsor will forfeit 80% of its sponsor shares and 80% of its sponsor warrants and remain subject to its existing lockup agreement. Based on its discussions with POSCO and other large shareholders, Li3's management expects Li3 to meet the following closing conditions in support of the Transaction: 1) Li3 shareholders holding at least 51% of Li3's shares, including POSCO and Li3's officers and directors, will execute support and lockup agreements, and 2) POSCO will execute a new investor rights agreement with Li3 and Blue Wolf.
Commencement of Blue Wolf Tender Offer
In connection with the Transaction, Blue Wolf announced today the commencement of a tender offer to purchase up to 1,467,970 shares of its issued and outstanding ordinary shares, no par value, at a per share price of $9.97 (the "Tender Offer"). On May 20, 2013, the closing price of Blue Wolf's ordinary shares on NASDAQ was $10.75 per share. The Tender Offer will expire at 5:00 p.m. New York City time on June 19, 2013, unless extended by Blue Wolf (the "Expiration Date"). Shareholders are urged to obtain current market quotations for the ordinary shares before deciding whether to tender their ordinary shares.
Blue Wolf's board of directors recommends that existing shareholders not tender their ordinary shares after they review the Offer to Purchase which is being filed with the SEC and which will be distributed to shareholders.
If more than 1,467,970 ordinary shares are validly tendered and not properly withdrawn, Blue Wolf may exercise, at any time and in its discretion, its right to, in accordance with the rules of the SEC, amend the Tender Offer to purchase up to an additional 2% of its outstanding ordinary shares, without extending the Expiration Date. However, if more than 1,467,970 shares are validly tendered and not properly withdrawn, and Blue Wolf does not exercise its right to accept such additional shares for purchase, or if Blue Wolf is unable to satisfy the conditions to the Agreement and Plan of Merger, Blue Wolf may amend, terminate or extend the Tender Offer.
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