MTX - Metorex Limited - Joint announcement of a firm intention by Vale to make

Release Date: 08/04/2011 14:35
Code(s): MTX
 
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MTX - Metorex Limited - Joint announcement of a firm intention by Vale to make an offer to acquire the entire issued and to be issued ordinary share capital of Metorex and withdrawal of cautionary announcement NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION Metorex Limited (Incorporated in the Republic of South Africa) (Registration number 1934/005478/06) Share code: MTX ISIN: ZAE000022745 Issuer code: MEMTX ("Metorex" or the "Company") Vale S.A. (Incorporated in Brazil as a Sociedade por Acoes) (Registration number 33.592.510/0001-54) Share codes: BM&F BOVESPA: VALE3, VALE5 NYSE: VALE, VALE.P HKEx: 6210, 6230 EURONEXT PARIS: VALE3, VALE5 LATIBEX: XVALO, XVALP JOINT ANNOUNCEMENT OF A FIRM INTENTION BY VALE TO MAKE AN OFFER TO ACQUIRE THE ENTIRE ISSUED AND TO BE ISSUED ORDINARY SHARE CAPITAL OF METOREX ("FIRM INTENTION ANNOUNCEMENT") AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT 1. INTRODUCTION The board of directors of Metorex (the "Board") and the board of directors of Vale S.A. are pleased to announce that they have agreed the terms on which Vale S.A., through a wholly-owned subsidiary ("Vale") will make a cash offer (the "Offer") to acquire the entire issued and to be issued ordinary share capital of Metorex (the "Shares") which, if implemented, would result in Vale becoming the registered and beneficial owner of the Shares. Metorex and Vale entered into an implementation agreement on 8 April 2011 (the "Implementation Agreement") in relation to the Offer, which contains provisions relating to the implementation of the Offer and certain undertakings of Metorex (including terms regarding the conduct of business of Metorex in the interim period between the date of this Firm Intention Announcement and the completion of the Offer, the payment of a break fee and the manner in which third party approaches will be dealt with by Metorex). Further details of the break fee and third party approaches are set out in paragraphs 10 and 11 of this Firm Intention Announcement. Vale proposes to implement the Offer by way of a scheme of arrangement (the "Scheme"), which it envisages will be implemented in terms of section 114 of the Companies Act, No. 71 of 2008, as amended, (the "New Companies Act") proposed by Vale between Metorex and its shareholders (the "Metorex Shareholders") and by way of a separate general offer to the holders of options to acquire Metorex shares ("
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