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Allana Potash Corp. (TSX:AAA) announced that it has entered into a definitive arrangement agreement with Israel Chemicals Ltd. (NYSE:ICL) that will see ICL acquire, through an indirect wholly owned subsidiary, all of its outstanding common shares.The agreement provides that Allana shareholders will be entitled to received $0.50 in cash for each common share exchanged.
Allana Potash Corp. (TSX:AAA) announced that it has entered into a definitive arrangement agreement with Israel Chemicals Ltd. (NYSE:ICL) that will see ICL acquire, through an indirect wholly owned subsidiary, all of its outstanding common shares.The agreement provides that Allana shareholders will be entitled to received $0.50 in cash for each common share exchanged.
As quoted in the press release:
The Transaction will be effected by way of a court-approved plan of arrangement under the Business Corporations Act (Ontario). The Arrangement Agreement provides that shareholders of the Company will be entitled to receive $0.50 in cash, except for Liberty Metals and Mining Holdings, LLC (“LMM”) who will receive the equivalent consideration of $0.50 in ordinary shares of ICL, for each Common Share exchanged. Based on the closing price of the Common Shares on March 26, 2015, the transaction value of $0.50 per Common Share represents a 51.5 percent premium to Allana’s closing Common Share price of $0.33 on the last trading day before the announcement of the Transaction and a 37 percent premium to Allana’s 20-day volume-weighted trading price of $0.365 per share on March 26, 2015.
Pursuant to the Arrangement Agreement, certain directors, officers and shareholders of the Company (including LMM) holding an aggregate of 13.5 percent of the Common Shares have agreed to support the Transaction and each has entered into a support agreement with ICL to vote their Allana securities in favour of the resolutions to be passed at a special meeting of Shareholders to approve the Transaction.
Farhad Abasov, president and CEO of Allana, commented:
Allana’s Board and management believe that the Arrangement provides a very attractive opportunity for the Company’s shareholders to realize full liquidity at a substantial premium to the market price of Allana’s Common Shares. Allana has developed a very attractive project, but considering the generally challenging financial environment for junior mining companies we would expect the short and long-term financing needs of Allana to include potentially significant dilution to Allana’s current shareholders. We believe that this transaction provides the best liquidity opportunity for shareholders and firmly validates the efforts of the last six years of development by the Allana team. Allana thanks all shareholders and stakeholders for their support and encouragement over the years. We also congratulate the people and government of Ethiopia on this major milestone in the path to the full realization of the project for the benefit of the Ethiopian people.
Click here to read the full Allana Potash Corp. (TSX:AAA) press release.