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Spider Resources Inc. (TSX VENTURE:SPQ) announced that Cliffs Natural Resources Inc. (“Cliffs”) has taken up approximately 195.5 million common shares of Spider that were validly tendered as of July 16, 2010 at 11:59 p.m. (Eastern Time) under the previously disclosed offer by Cliffs for the outstanding common shares of Spider at $0.19 in cash per common share (“Cliffs’ $0.19 Offer”).
When combined with Cliffs’ prior holdings, Cliffs now owns approximately 82% of the common shares of Spider currently outstanding on a fully-diluted basis, up from approximately 52% previously. Please refer to Spider’s press releases of July 2 and July 6, 2010 for more information about Spider’s acceptance of Cliffs’ $0.19 Offer and to Cliffs’ original offer and accompanying circular dated May 31, 2010, notice of variation dated June 25, 2010, and the notice of extension dated July 6, 2010. In order to permit additional common shares of Spider to be tendered to Cliffs’ $0.19 Offer, Cliffs has provided Spider with a further notice of extension dated July 16, 2010, extending the time of expiry of Cliffs’ $0.19 Offer to 11:59 p.m. (Eastern Time) on July 26, 2010. All common shares of Spider validly tendered by the extended expiry time will be taken up and paid for under Cliffs’ $0.19 Offer. Spider currently has 660,683,773 common shares outstanding, calculated on a fully-diluted basis. Cliffs’ $0.19 Offer represents a 138% premium over the closing price of the common shares of Spider on the TSX Venture Exchange on May 21, 2010, the last trading day prior to Cliffs’ announcement of its intention to bid for the common shares of Spider. Cliffs’ $0.19 Offer implies a total equity value for Spider on a fully-diluted basis of approximately $125 million. Spider’s main asset is a 26.5% interest in the Big Daddy chromite project, which is located in the McFaulds Lake area of Northern Ontario. Cliffs now has effective control of 73.5% of Big Daddy, consisting of Cliffs’ directly held 47% interest and Spider’s 26.5% interest. Spider is scheduled to become project operator in April 2011. As stated in Cliffs’ $0.19 Offer, Cliffs intends to complete the acquisition of Spider by acquiring the rest of Spider’s common shares. Cliffs expects the completion of the acquisition to occur late in the third quarter or early in the fourth quarter of 2010, at which time the remaining Spider shareholders would be paid Cdn.$0.19 per common share. Under the Canada Business Corporations Act, Cliffs can complete the acquisition by way of an amalgamation squeeze-out transaction, now that Cliffs has acquired more than two-thirds of the third party shares of Spider. Alternatively, Cliffs can undertake compulsory acquisition procedures if Cliffs acquires 90% of the third party shares through the tender process. TD Securities Inc. continues to provide financial advisory services to Spider’s Special Committee in connection with the proposed acquisition of Spider. In addition, Laurel Hill Advisory Group continues to be available to take shareholders’ questions in relation to the proposed acquisition of Spider. Neil Novak, President and CEO of Spider states: “The all cash offer by Cliffs, provides the certainty of a cash return, that all Spider’s shareholders can take advantage of over the extension period, if they haven’t done so already. 82% of Spider’s shareholders have already opted for the offer and tendered their shares”. |
