Keeper Resources Inc. and Vietnam Resource Investments (Holdings) Limited (VRI) today announce that VRI has agreed to make a cash offer to acquire all of the issued and outstanding common shares of Keeper at a price of C$1.50 per common share (the "Offer"). VRI is an investment fund managed by Dragon Capital Management Limited (Dragon Capital).
The Offer represents a 58 percent premium over the closing share price of Keeper common shares on November 7, 2007 (the trading day prior to Keeper's announcement that its Board of Directors had received a proposal regarding a strategic transaction involving all of the common shares of Keeper), and a 24 percent premium over the volume weighted average closing price of the Keeper shares on the TSXV for the last 20 days. Keeper has approximately 34.4 million common shares outstanding on a fully diluted basis, representing a total equity value of approximately C$51.6 million.
Keeper's exclusive financial advisor, Paradigm Capital Inc., has provided a verbal opinion that the consideration under the offer is fair, from a financial point of view, to Keeper shareholders other than VRI. Keeper's Board of Directors has unanimously determined that the offer is fair to all shareholders (other than VRI) and in the best interests of Keeper and the Keeper shareholders, and to recommend that Keeper shareholders accept the offer.
Each senior officer and each member of the Board of Directors of Keeper has agreed to irrevocably tender their shares to the offer, representing approximately 5.98 million common shares, and to exercise their 1.88 million options (together representing approximately 22.85 percent of the issued and outstanding common shares calculated on a fully diluted basis), and tender the shares received to the Offer. Funds managed by Dragon Capital currently own 5,760,000 shares of Keeper, which represents approximately 17.8 percent of the Company's issued and outstanding common shares (calculated on a fully diluted basis).
A take-over-bid circular containing the terms of the offer will be mailed to Keeper shareholders, together with a Keeper Board of Directors' circular and other related documents, on or before April 18, 2008. The offer, unless extended, will expire 36 days from commencement of the offer.
The offer will be subject to customary conditions, including acceptance of the offer by Keeper shareholders owning not less than 66 2/3 percent of Keeper common shares on a fully-diluted basis, regulatory approvals and there being no material adverse changes with respect to Keeper.
Keeper has entered into a pre-acquisition agreement with VRI that provides for, among other things, a non-solicitation covenant on the part of Keeper, a right in favour of VRI to match any competing offers, and a non-completion fee payment of $1 million to be paid by Keeper under certain circumstances.
About Keeper Resources
Keeper Resources Inc. is an oil and gas exploration company with operations in Canada and Vietnam. Keeper's corporate philosophy is to develop lower risk opportunities in Canada while at the same time participating in higher risk, high impact international petroleum opportunities. This offers stable revenue in Canada while exposing investors to potentially significant increases in share value.
Review all our latest Acquisitions and Mergers news