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Western Prospector will hold a conference call with live audio webcast on Tuesday, May 27 at 10 am EDT. Investors and analysts who wish to ask questions can call +416-644-3417 or +1-800-732-1073. To access the simultaneous webcast, log on to Western Prospector's website at www.westernprospector.com. Please note the webcast allows participants to listen only. Board Describes Offer As Inadequate; Urges Shareholders Not To Tender Vancouver, British Columbia -- May 27, 2008 -- Western Prospector Group Ltd. (TSX-V: WNP) today urged its shareholders to reject and not tender their shares to the unsolicited takeover bid by Khan Resources Inc. The recommendation is contained in a Directors' Circular filed with Canadian securities regulatory authorities in response to the Khan bid. The Circular was filed on SEDAR and was concurrently posted to Western's website at www.westernprospector.com. The Khan bid, announced May 12, 2008, offers 0.685 of a Khan common share for each Western share. There is no cash component to the bid, which expires on June 20, 2008. "Our Board of Directors believes the Khan offer is inadequate and fails to reflect the true value of Western relative to Khan," said Eric Bohren, President and CEO of Western. "It is an opportunistic attempt by Khan to acquire Western prior to release of its feasibility study and completion of its strategic partnering program, which Western made public prior to the Khan offer. In fact, Western is much further advanced toward a production decision than Khan, which is one of the reasons why Khan needs Western much more than Western needs Khan." In making its recommendation, the Board considered many factors, including the recommendation of the Special Committee of independent Directors and a written inadequacy opinion from its financial advisor, National Bank Financial Inc. The opinion states that the consideration provided under the Khan Offer is inadequate, from a financial point of view, to the shareholders of Western. The Circular also details other reasons why the offer is unattractive, including: * The share exchange ratio under the Khan offer does not reflect relative merits of Western's assets compared to Khan's assets; * The offer does not reflect the underlying value of Western's assets; * The complexity of Khan's ownership structure could be detrimental to the value realized by Western shareholders; * Synergies of the combined entity are overstated and would accrue mostly to Khan; * The offer is timed opportunistically to disadvantage Western shareholders; * Khan shares are historically volatile, of uncertain value and thinly traded; * Khan is seeking to gain control of Western without paying an appropriate change of control premium; * Western's Board is pursuing other value-maximizing alternatives and a superior proposal may emerge; * Khan is attempting to deny the Western Board sufficient time to maximize value for Western shareholders; and * The offer is coercive, highly conditional and could result in Western shareholders holding an illiquid stock. The Board's recommendation reflects the findings of a Special Committee of the Board, created on May 15 in response to the bid. As discussed in the Circular, the Board and the Special Committee, together with Western's management and financial and legal advisors, are working to evaluate a range of strategic alternatives that may enhance shareholder value. Western has been solicited by, and has initiated contact with, a number of third parties who have expressed an interest in considering alternative transactions. The Special Committee, composed of four independent Directors, is chaired by Gordon Pridham, who has more than 25 years of experience as an investment banker, investor, and board member of Canadian public companies. "The Board of Directors is actively pursuing the full range of options to maximize shareholder value," said Mr. Pridham. "These include discussions with third parties, as well as the option of completing Western's strategic partnering initiative. From these alternatives a superior proposal may emerge, and there must be sufficient opportunity for them to work their course." For further information Investor relations Eric Bohren President and CEO 604-675-6985 ir@westernprospector.com News media Camilla Bartosiewicz Barnes McInerney Inc. 416-367-5000 ext. 240 cbartosiewicz@barnesmcinerney.com |
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| aus der Diskussion: | Western Prospector: Gold, Uran und vieles mehr! |
| Autor (Datum des Eintrages): | Ikar (27.05.08 20:26:32) |
| Beitrag: | 28 von 34 (ID:34182546) |
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