ROTTERDAM, Netherlands, Feb. 12, 2013 /CNW/ - Vitol Anker International B.V. ("Vitol Anker"), a wholly owned subsidiary of The Vitol Group ("Vitol"), announced that it intends to make an offer (the "Offer") to acquire all of the outstanding common shares (the "Shares") of Sterling Resources Ltd. ("Sterling" or the "Company") (TSXV: SLG), not beneficially owned by Vitol Anker and its affiliates, for cash consideration of $0.85 per share in a transaction which values the fully diluted share capital of Sterling at approximately $192 million.
Background to the Offer
Vitol and its affiliates provided a US$12 million loan to Sterling in early January to enable the Company to meet its short-term liquidity obligations. Since that time, Vitol has held discussions with Sterling's management and, based on the Company's inability to find an acceptable long-term financing solution, Vitol Anker has decided to pursue an offer for the Company. To that end, Vitol has held discussions with Sterling's board of directors (the "Sterling Board") with a view to secure a board-supported transaction but these discussions have, to date, not led to an agreement. Given continuing rumours and uncertainty around the Company and its financial situation, Vitol Anker has made the decision to disclose its intentions.
Compelling Offer to Sterling Shareholders
The price to be paid in the Offer represents an attractive premium of:
- 79% to Sterling's closing price on February 12, 2013, the last business day prior to this announcement; and
- 48% to Sterling's 20-day volume-weighted average price as at February 12, 2013.
The cash price to be paid in the Offer provides Sterling's shareholders with certainty of value and immediate liquidity.
The Offer removes the risk to shareholders from Sterling's near-term and long-term need for significant capital expenditures, which could result in numerous, potentially dilutive and uncertain financings to bring the Company's projects to completion. Vitol Anker is prepared to immediately enter into further discussions with the Company to provide additional interim financing for the period whilst the Offer is outstanding.
Additional Information to the Offer
Vitol Anker has received support for the Offer from Sprott Asset Management LP ("Sprott"), which holds approximately 9.9% of the Shares. Sprott and Vitol Anker have entered into a lock-up agreement under which Sprott has agreed to tender its Shares to the Offer, subject to certain conditions.
The Offer will be subject to usual and customary conditions such as confirmatory due diligence including an assessment of the current liquidity position of the Company, receipt of all required approvals and consents, and that not less than that number of Shares, which together with the Shares directly or indirectly owned by Vitol Anker or its affiliates, constitutes at least 66 2/3% of the Shares be deposited under the Offer and not withdrawn. The Offer constitutes an "insider bid" under applicable securities legislation, which requires, among other things, that a formal valuation be prepared under the supervision of the Sterling Board. The Offer will commence by way of a formal offer and take-over bid circular to be mailed to shareholders as soon as Vitol Anker receives such formal valuation. Vitol Anker looks forward to Sterling's co-operation with the timely preparation of the formal valuation to allow shareholders of Sterling to realize immediate value and liquidity from the Offer.
The Offer will be made by Vitol Anker which, along with its affiliates, currently holds approximately 14.0% of the Shares. Further details concerning the Offer will be included in the formal offer and take-over bid circular. The Offer will be open for acceptance for at least 35 days following the commencement of the Offer, subject to Vitol Anker's right to extend and vary the Offer as permitted under applicable securities legislation.
Vitol Anker has retained Credit Suisse Securities (Europe), Ltd. as its financial advisor and Norton Rose Canada LLP as its legal advisor.
About The Vitol Group
The Vitol Group was founded in 1966 in Rotterdam, the Netherlands. Since then the company has grown significantly to become a major participant in world energy markets and is now the world's largest independent energy trader. Its trading portfolio includes crude oil, oil products, LPG, LNG, natural gas, coal, power, metals and carbon emissions. The Vitol Group trades with all the major national oil companies, the integrated oil majors and the independent refiners and traders.
Further details on The Vitol Group are available on www.vitol.com.
Press Release for Informational Purposes Only
This press release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell any securities. The solicitation and the offer to buy the shares will be made only pursuant to the separate formal offer and take-over bid circular and other related documents.
Forward-Looking Statements and Information
This news release contains "forward-looking statements" and "forward-looking information", which may not be based on historical facts. Forward-looking statements and forward-looking information, include, but are not limited to, information and statements with respect to the Offer or the business, operations and financial condition of Sterling. Forward-looking statements are frequently characterized by words such as "plan," "expect," "project," "intend," "believe," "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. Forward-looking statements are based on the opinions and estimates of The Vitol Group at the date the statements are made. Such forward-looking statements and forward-looking information involve known and unknown risks, uncertainties and other factors that may cause the actual results events or developments to be materially different from any future results, events or developments expressed or implied by such forward-looking statements or forward-looking information. These factors should be considered carefully and readers are cautioned not to place undue reliance on such forward-looking statements and forward-looking information. Except as required by applicable securities laws, Vitol Anker disclaims any obligation to update any such factors or to publicly announce the results of any revisions to any of the forward-looking statements or forward-looking information contained herein to reflect future results, events or developments.
(all amounts are in Canadian dollars unless otherwise indicated)
SOURCE The Vitol Group