NLG, CHAR
Here is the latest press release on NLG.
A few things to note:
The Board is prohibited to seek a better offer but has to look at one if it hits them in the face!
"Nelson has not been provided with copies of the agreements between Lukoil and these shareholders."
I will bet that they got a side deal.
2 important things for CHAR:
The vote is not before the end of Nov and completion is scheduled for the end of DEC. It will be after CHAR publishes their numbers on Nov 15th.
CHAR CFO resigned or was resigned today. Could it be that they plan to cook the books and show low numbers on the 15th. I do not like when CFO's resign right after the end of a quarter.
I am almost out of CHAR. I only got a double. what a shame.
BG
Nelson and Lukoil reach amalgamation deal
2005-10-13 14:05 ET - News Release
Mr. Nicholas Greene reports
NELSON RESOURCES AND LUKOIL ENTER INTO A DEFINITIVE AGREEMENT TO AMALGAMATE IN A US$2 BILLION OFFER FOR ALL OF THE SHARES OF NELSON; LUKOIL TO ACQUIRE SHARES OF NELSON'S PRINCIPAL SHAREHOLDERS
Nelson Resources Ltd. has entered into a definitive agreement with Lukoil Overseas Holding Ltd., dated Oct. 13, 2005, to effect an amalgamation between Nelson and a wholly owned subsidiary of Lukoil. On the effective date of this amalgamation, all issued and outstanding common shares of Nelson on a fully diluted basis will be exchanged for $2-billion (U.S.) in cash, resulting in a payment to shareholders of approximately $2.1916 (U.S.) per fully diluted share.
The transaction is subject to the approval of 75 per cent of the votes cast by Nelson's shareholders at a special meeting of shareholders expected to be held in late November, 2005. Closing is subject to certain other conditions, including the exercise, cancellation or termination of all outstanding options to acquire shares of Nelson, the receipt of all requisite regulatory approvals and consents necessary to consummate the amalgamation, and the resignation of each director and officer of Nelson effective as of the effective date of the amalgamation.
The amalgamation agreement contains customary provisions prohibiting Nelson from soliciting any other acquisition proposal but allows the board of directors of Nelson to accept and recommend a superior proposal if it is required to do so to avoid breaching its fiduciary duties and upon payment of a termination fee of $60-million (U.S.). Under the agreement, Lukoil has the right to match any such superior proposal.
Based on publicly disclosed information, Nelson understands that Lukoil has entered into support agreements dated Sept. 30, 2005, with Nelson's principal shareholders -- Central Asian Industrial Holdings N.V., Energy Investments International Ltd., Cott Holdings Group Ltd. and Center Finance Ltd. Nelson is advised that these shareholders own collectively a total of 583,343,162 common shares of Nelson (approximately 66.9 per cent of the issued and outstanding common shares of Nelson) and they have agreed to vote their shares in favour of the amalgamation. Nelson has not been provided with copies of the agreements between Lukoil and these shareholders.
Lukoil indicated that it proposes to acquire the 66.9 per cent of Nelson's shares from these principal shareholders as soon as possible.
The amalgamation agreement has been recommended by the special committee of the board of directors of Nelson and has been approved by the boards of directors of both Nelson and Lukoil's subsidiary.
BMO Nesbitt Burns is acting as financial adviser to the special committee and has verbally delivered its fairness opinion to the special committee, which found that, as of Oct. 11, 2005, the consideration to be received by minority shareholders of Nelson pursuant to the subject offer is fair from a financial point of view.
Subject to receipt of shareholder approval of the transaction and satisfaction of the conditions precedent to the amalgamation agreement, the proposed transaction is expected to close in early December, 2005.
A telephone conference call to review the transaction is scheduled to take place on Monday, Oct. 17, 2005, at 2 p.m. (BST), 1 p.m. (GMT), 9 a.m. (EDT). There will be a short presentation followed by a question-and-answer session.
To participate in the conference call, please dial:
0845-144-0016 from the United Kingdom;
1-866-224-2914 from North America; or
44-1452-569-103 from abroad.
If you are unable to join the call, a replay will be available from Nelson's website once the call has ended.
