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14 January 2013
ARMZ Uranium Holding Сo. acquires 100% of Uranium One Inc. shares.
ARMZ Uranium Holding Сo. (JSC Atomredmetzoloto, ARMZ) enters into an agreement with Uranium One Inc. under which it acquires 100% of Uranium One Inc. shares.
The transaction has been announced within the framework of ARMZ’s strategy of building up a portfolio of international projects outside of Russia with low production costs. This transaction will enable JSC Atomredmetzoloto, the mining arm of State Corporation Rosatom, to achieve its primary goal of ensuring the procurement of resources for Russia’s nuclear industry. Implementation of the agreement will allow Uranium One Inc. to continue its development despite a challenging environment in the global financial markets.
Under the terms of the agreement, ARMZ is set to acquire all of the common shares of Uranium One Inc. that JSC Atomredmetzoloto and its affiliates do not already own for cash consideration of CDN$2.86 per share. This price represents a 32% premium to the 20-day volume weighted average price of the common shares for the period ending January 11, 2013 (the last trading day prior to transaction announcement). In total, minority shareholders will receive approximately CDN$1.3 billion under the deal in exchange for their securities.
The transaction is subject to approval by Uranium One Inc. shareholders at a special meeting expected to be held in March 2013. As required by Canadian law, the agreement with ARMZ must be approved by two thirds of the votes cast by the holders of common shares, as well as by majority of the votes cast by shareholders other than ARMZ and its affiliates. The transaction is also subject to applicable regulatory approvals. It is anticipated that the transaction will be completed in the second quarter of 2013 with the subsequent delisting of Uranium One Inc. shares.
"We are committed to the strategy of developing Uranium One as a platform for the global growth of ARMZ’s business. At the time of acquisition of a controlling stake in the Canadian-based company, the equity markets provided significantly broader opportunities for the development of the company. The current market environment has changed, making a private vehicle more effective for achieving our goals. It is important to emphasize that the transaction is friendly and has been unanimously supported by the independent members of the Uranium One Inc. Board of Directors, who made their decision in the interests of minority shareholders,” notes Vadim Jivov, Chairman of the Board of Directors of ARMZ Uranium Holding Сo.
ARMZ’s financial and legal consultants under the transaction are BMO Capital Markets and Stikeman Elliott LLP, respectively.
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