Dia Met Minerals Ltd. Board Of Directors Approves Proposed Cdn $687 Million Take-Over Offer By BHP Ltd.Business Editors VANCOUVER, B.C.--(BUSINESS WIRE)--April 2, 2001 Cash Offer to All Shareholders of Cdn $21.00 per Share The Board of Directors of Dia Met Minerals Ltd. ("Dia Met") (TSE See Tokyo Stock Exchange. TSE 1. See Tokyo Stock Exchange (TSE). 2. See Toronto Stock Exchange (TSE). :DMM See multimeter. DMM - Digital Multimeter .A.)(AMEX AMEX See: American Stock Exchange :DMM.B) announces that a proposal by BHP Ltd. ("BHP") to make a take-over bid to acquire all of the Class A Subordinate Voting Shares Voting Shares Shares that give the stockholder the right to vote on matters of corporate policy making as well as who will compose the members of the board of directors. Notes: Different classes of shares, such as preferred stock, sometimes don't allow for voting rights. and Class B Multiple Voting Noun 1. multiple voting - the act of voting in more than one place by the same person at the same election (illegal in U.S.) balloting, vote, voting, ballot - a choice that is made by counting the number of people in favor of each alternative; "there were only 17 Shares of the Company at Cdn $21.00 cash per share, or a total of approximately Cdn $687 million for all outstanding shares on a fully-diluted basis, has been unanimously approved by the Board of Directors. Dia Met and BHP have entered into a Support Agreement wherein Dia Met has agreed to support the bid and to recommend that shareholders tender their shares. In addition, the Company's two largest shareholders - who together hold approximately 20% of the outstanding Class A Subordinate Voting Shares and 39% of the outstanding Class B Multiple Voting Shares - have entered into a Lock-Up Agreement Lock-Up Agreement A legally binding contract between the underwriters and insiders of a company prohibiting these individuals from selling any shares of stock for a specified period of time. with BHP wherein they have agreed to tender their shares to the offer. The offer will be subject to a condition that at least 75% (on a fully-diluted basis) of each class of shares be deposited and it is expected that the offer will be mailed to all shareholders in mid-April. BHP's offer price represents a 23.2% and 15.1% premium to the closing market price of the Class A and Class B shares, respectively, on October 16, 2000, the day preceding the Company's announcement that it would initiate a sale process for the Company. The sale process has been thorough and rigorous and the Company's financial advisor, Credit Suisse First Boston Credit Suisse First Boston was originally the trading name of the Financière Crédit Suisse-First Boston, a London-based 50-50 investment banking joint venture formed in 1978 between the First Boston Corporation and Credit Suisse. Corporation, has provided an opinion to the Board of Directors that the proposed offer is fair from a financial point of view to Dia Met shareholders. A full copy of such opinion (including qualifications and assumptions) will be set out in the Directors' Circular. The Board of Directors has unanimously concluded that the proposed offer by BHP is in the best interests of the shareholders of the Company and will recommend that shareholders accept the offer. "Dia Met's Board of Directors initiated the auction process in October 2000, after the Company's two largest shareholders indicated a desire to sell their shares," said Dia Met Chairman Peter Atkinson Peter Atkinson (born 19 January 1943, Northumberland) has been British Member of Parliament for Hexham since 1992. He is a member of the Conservative Party. Peter has caused controversy, both within his constituency and beyond, regarding his support for hunting and the war . "These shareholders entered into an agreement with the Company not to sell their shares privately and to allow the Board of Directors to supervise a process that would solicit an offer for all outstanding Dia Met shares. It was the objective of the Board to ensure that all shareholders would have the same opportunity to sell their shares, if a serious bid emerged," he said. "The BHP offer will allow all shareholders to sell their shares for cash at a premium to the market price preceding the Company's announcement on October 17, 2000." Dia Met Minerals Ltd. is a publicly traded mineral exploration and development company with a primary focus on diamonds. The Company owns a 29% interest in the Core Zone joint venture of the Ekati(TM) Diamond Mine, Canada's first and only diamond mine. BHP Diamonds Inc. is the operator of the mine, which commenced production in October 1998. In addition to the investment in the Ekati(TM) Diamond Mine, Dia Met has a portfolio of global diamond exploration projects. The American Stock Exchange American Stock Exchange (AMEX) Stock exchange in the U.S. Originally known as “the Curb,” it began as an outdoor marketplace in New York City c. 1850. It moved indoors to its present location in the Wall Street area in 1921. and the Toronto Stock Exchange Toronto Stock Exchange (TSE) Canada's largest stock exchange, trading approximately 1,200 company stocks and 33 options. have neither approved nor disapproved the information contained in this release. |
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