marketwire.com writes that,
WATERDOWN, ONTARIO–(Marketwire – July 22, 2008) – QGX Ltd. (TSX:QGX) (“QGX” or the “Company”) is pleased to announce that it has entered into a definitive support agreement with Kerry Holdings Limited (“Kerry”), MCS Holding LLC (“MCS”) and Mongolia Holdings Corp. (the “Offeror”) pursuant to which the Offeror will offer (the “Offer”) to acquire all of the issued and outstanding common shares on a fully diluted basis (the “Shares”) of QGX for Cdn$5.00 per Share in cash. The Offer values QGX at approximately Cdn$259 million representing a 32% premium based on the volume weighted average closing price of QGX’s common shares on the TSX for the 20 previous days ending July 21, 2008 and a premium of 52% to the last close before the Company announced it was exploring strategic alternatives on February 12, 2008.
The Board of Directors of QGX, upon the unanimous recommendation of a special committee of its directors, has unanimously approved entering into the support agreement and recommends that shareholders tender to the Offer. Additionally, QGX’s Board has received an opinion from Merrill Lynch Canada Inc., that the consideration being offered is fair, from a financial point of view, to the shareholders of QGX. Shareholders of QGX, including the directors and officers of QGX, representing approximately 42% of the issued and outstanding common shares of QGX on a fully diluted basis, have agreed to tender their shares, subject to certain exceptions and have entered into lock-up agreements evidencing such commitment.
The support agreement entered into by QGX, Kerry, MCS and the Offeror provides for, among other things, a non-solicitation covenant on the part of QGX, subject to customary “fiduciary out” provisions that entitle QGX to consider and accept a superior proposal, a right in favor of the Offeror to match any superior proposal and the payment to the Offeror of a termination payment of Cdn$9.1 million if the transaction is not completed as a result of a superior proposal.
The transaction is to be effected by way of a take-over bid. Full details of the Offer will be included in a formal Offer and take-over bid circular, which will be mailed to shareholders of QGX on or before August 20, 2008. The Offer, unless extended, will expire 35 days thereafter with anticipated closing in September 2008. The take-over bid circular will be accompanied by the Company’s directors’ circular, which will provide shareholders of the Company with, among other things, the rationale for the unanimous recommendation of QGX’s Board of Directors that shareholders accept the Offer. The Offer will be subject to customary conditions including receipt of all necessary regulatory approvals, absence of material adverse changes, and acceptance of the Offer by not less than 66 2/3% of QGX shareholders on a fully diluted basis.
Merrill Lynch Canada Inc. is acting as sole financial advisor and Burnet, Duckworth & Palmer LLP is acting as legal counsel to QGX.
J.P. Morgan Securities (Asia Pacific) Limited is acting as sole financial advisor and Heenan Blaikie LLP is acting as legal counsel to Kerry and MCS.
About Kerry Holdings Limited
Kerry is a private investment holding company incorporated in Hong Kong. It is a member of the Kuok Group of companies which has diversified businesses throughout the Asia Pacific Region in commodities trading, sugar refining, property ownership and development, hotel ownership and management, warehousing, shipping and transportation, plantations, media, entertainment and leisure facilities. Kerry is a substantial shareholder of Kerry Properties Limited, Shangri-La Asia Limited and SCMP Group Limited, each of which are listed on the Hong Kong Stock Exchange.
About MCS Holding LLC
Founded in 1993, MCS is one of Mongolia’s leading enterprises in six major industries, including energy and infrastructure, information technologies, beverages, property development, cashmere processing and mining. MCS is one of the largest private sector companies in Mongolia, with over 3,200 employees as of June 2008.
About QGX Ltd.
QGX is a Canadian-based company that has been exploring for mineral deposits in Mongolia since 1994. QGX’s two most advanced properties are the Baruun Naran and the Golden Hills projects. QGX announced in August 2007 an independent NI 43-101 resource for coking and thermal coal at Baruun Naran comprised of 93.3 Mt of measured, 159.6 Mt of indicated (252.9 Mt contained in measured and indicated) and 11.1 Mt of inferred resources. In April 2007, QGX filed an independent NI 43-101 report outlining a positive preliminary economic assessment for its copper-gold-silver project at Golden Hills. Barrick Gold Corp. holds an approximate 9% equity interest in QGX as part of a strategic relationship between the two companies.
Reader Advisory – Certain information regarding QGX set forth in this news release including management’s assessment of the effect of the Offer on the Company and on shareholders of QGX and timing of matters relating to the approval of the Offer and implementation thereof, contain forward-looking statements that involve substantial known and unknown risks and uncertainties. These forward-looking statements are subject to numerous risks and uncertainties, many of which are beyond the Company’s control including, without limitation, uncertainty related to the completion of the Offer and the effect thereof and failure to receive required shareholder and other regulatory approvals. QGX’s actual results, performance or achievements may differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurance can be given that any events anticipated by the forward-looking statements will transpire or occur. Furthermore, the forward-looking statements contained in this news release are made as at the date of this news release and QGX does not undertake any obligation to update publicly or to revise any of the forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.
The Toronto Stock Exchange has neither approved nor disapproved the information contained herein.