TORONTO--(BUSINESS WIRE)--
Almonty Industries Inc. (TSX-V:AII) (“Almonty”) previously announced on 26 July 2016 that ATC Alloys Ltd ACN 118 738 999 (“ATC”) and Almonty had entered into a Binding Heads of Agreement (“HOA”) pursuant to which Almonty conditionally agreed to make a recommended off-market takeover offer under the Australian Corporations Act 2001 (Cth) for all of the issued, and to be issued, shares of ATC (the “Offer”). The HOA provided for the Offer to be subject to various conditions precedent, including (among other conditions):
- (Materially adverse change): no event, matter or circumstance occurs which individually, or when aggregated with all such other events, matters or circumstances results in or could reasonably be expected to result in a materially adverse change to the assets, liabilities, financial position, performance, profitability or prospects of ATC (“ATC Materially Adverse Change”).
- (No Prescribed Occurrence): during the period from the date of the Public Announcement to the end of the Offer Period (inclusive), no Prescribed Occurrence (as defined in Annexure A of the HOA) occurs in respect of ATC (“ATC Prescribed Occurrence”).
Almonty has exercised its termination rights under the HOA and has determined that the Offer will not proceed as a result of ATC Materially Adverse Changes and ATC Prescribed Occurrences having occurred.
Please refer to ATC’s announcements to the Australian Securities Exchange for further information.
Almonty’s Chairman, President and CEO Lewis Black said:
“We are disappointed to have to terminate the HOA but feel that it is in the best interest of Almonty shareholders for us to not proceed with the acquisition of ATC at this time. We are hopeful that ATC will be able to resolve the current issues they are facing at their 60% joint venture that owns the Vinh Bao Ferrotungsten plant in Vietnam and wish them luck in achieving their objectives as soon as possible.”
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