Cambior Responds to Aur Offer.Business Editors MONTREAL--(BUSINESS WIRE)--Feb. 3, 2000 CAMBIOR(TSE See Tokyo Stock Exchange. TSE 1. See Tokyo Stock Exchange (TSE). 2. See Toronto Stock Exchange (TSE). :CBJ CBJ Columbus Blue Jackets (NHL team) CBJ Central Bank of Jordan CBJ Conflict-Directed Backjumping CBJ Circuit Board Jack CBJ Code-Breakers Journal CBJ Class Broker for Java CBJ Color Bubble Jet .) (AMEX AMEX See: American Stock Exchange :CBJ) In connection with the offer (the &uot;Offer&uot;) dated January 24, 2000 by Aur Resources Inc. (&uot;Aur&uot;) to purchase all outstanding Common Shares of Cambior Inc. (&uot;Cambior&uot;), Cambior advises that its Board of Directors held a meeting on February 2, 2000 to consider the Offer. At the meeting, the Board of Directors of Cambior unanimously determined that the Offer is deficient in several material respects. The Board advises Cambior shareholders NOT TO TENDER their Common Shares under the Offer until further communication is received from the Board of Directors. The Board noted the followed factors in determining that the Offer is deficient: * The Offer is highly conditional; * There is a potential immediate acceleration of Cambior's obligations to its financial creditors upon a change of control of Cambior; * The Offer is coercive because it is open only for a period that falls well short of the 60-day period contemplated for a Permitted Bid under Cambior's Shareholder Protection Rights Plan; * The Offer seeks to pre-empt pre·empt or pre-empt v. pre·empt·ed, pre·empt·ing, pre·empts v.tr. 1. To appropriate, seize, or take for oneself before others. See Synonyms at appropriate. 2. a. and truncate To cut off leading or trailing digits or characters from an item of data without regard to the accuracy of the remaining characters. Truncation occurs when data are converted into a new record with smaller field lengths than the original. Cambior's value maximization Value Maximization Increases in owners' wealth achieved by maximizing of the value of a firm's common stock. process which contemplates divestitures of particular assets to purchasers likely to pay the maximum price for such assets; * The timing of the Offer is opportunistic having regard to the depressed condition of the market for gold and shares of gold producers; * The effective premium under the Offer is significantly reduced by the dilutive effect Dilutive effect Result of a transaction that decreases earnings per common share (EPS). of the Offer; * The Offer fails to unlock or fully recognize the value of Cambior's assets; and * Other offers or alternatives may emerge. Cambior will mail the Directors' Circular in response to the Offer today to all of its shareholders. Shareholders are urged to read the Directors' Circular in its entirety. The Board has determined that it is desirable that Cambior and its shareholders explore, with the advice and assistance of Cambior's financial and legal advisors, various alternatives in order to maximize shareholder value. These alternatives include a competing bid for all of the Common Shares of Cambior, a sale of Cambior's gold division or individual gold assets, and a sale of all or some of Cambior's non-gold assets. Cambior's efforts along these lines are continuing, and the Board remains hopeful that other offers or other alternatives will emerge. The Board intends to engage Aur in discussions concerning the Offer. Pending the outcome of such discussions, the Board determined that it would not yet be appropriate to seek a formal opinion of adequacy from Warburg Dillon Read Investment bank created by the 1997 merger of S.G. Warburg & Co. and Dillon, Read & Co. Subsequently renamed UBS Warburg and now part of UBS AG, where the Warburg name was eventually dropped. , its financial advisor, with respect to the Offer. Following these discussions, the Board expects to reach a conclusion regarding the adequacy of the Offer. The Board anticipates that further communications will be mailed to Cambior Shareholders by February 9, 2000. Cambior Inc. is an international diversified gold producer with operations, development projects and exploration activities throughout the Americas. Cambior's shares trade on the Toronto and American (AMEX) stock exchanges under the symbol &uot;CBJ&uot;. This press release contains certain &uot;forward-looking statements&uot;, as defined in the United States Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995, that involve a number of risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Such risks and uncertainties are disclosed under the heading &uot;Risk Factors&uot; in Cambior's Annual Information Form (AIF AIF Annual Information Form AIF Apoptosis-Inducing Factor AIF Agence Intergouvernementale de la Francophonie (French: Intergovernmental Agency for Francophony) AIF Australian Imperial Force ) filed with the Ontario Securities Commission The Ontario Securities Commission (OSC) is a regulatory agency which administers and enforces securities legislation in the Canadian province of Ontario. The OSC is an Ontario Crown corporation which reports to the Ontario legislature through the Minister of Finance. , the Quebec Securities Commission, the United States Securities and Exchange Commission (Form 40-F) and other regulatory authorities. |
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