On August 3, 2016, Omnia Holdings Limited, through its mining division in the name of BME, officially launched an all-cash offer to purchase all of the outstanding common shares of Nordex Explosives Ltd. at Cdn$0.22 per Share.
The benefits to accept the Offer are clear to the Nordex shareholders:
- Omnia will Benefit the Local Kirkland Lake Community. The Nordex business will not be leaving Kirkland Lake, Ontario. Omnia sees Nordex as the ideal base to grow its North American business, and has the financial means and capacity to ensure that the facility continues to provide jobs to the surrounding community for years to come and to make the necessary technical investment to improve the business.
- Significant Premium for Shareholders. The Cdn.$0.22 cash Offer price Nordex Share continues to represent a 22% premium to the value offered to Nordex shareholders in the proposed EPC transaction.
- Realize Immediate and Certain Value. The all-cash consideration provides Shareholders with the opportunity to realize an immediate and certain value for their Nordex Shares.
- The Offer Need only be Open for 35 Calendar Days. Nordex’s July 18, 2016 announcement means that Shareholders will only need to wait a few weeks to realize full value for their Nordex Shares. The Offer now can be expected to be closed shortly after the expiry date of September 9, 2016.
- Remove the opportunity for EPC to significantly dilute current Shareholders. EPC’s subscription at a subscription price of Cdn.$0.12, through which it will own 66.6% of the Nordex Shares, is opportunistic, undervalues Nordex and represents a 45% discount to the Nordex Share price of this Offer.
- Fully-Financed All-Cash Offer. In accordance with applicable Canadian securities laws, the Offer will not be subject to a financing condition and made from cash on hand.
- The Offer Provides Shareholders with Liquidity. Shareholders currently have limited liquidity based on the trading history of the Nordex Shares, and the fully-funded Offer provides an opportunity for Shareholders to dispose of all of their Nordex Shares for a clean cash consideration of Cdn.$0.22 and at value levels not seen in the Nordex Share price since the first half of 2015.
- The Going Private Transaction with EPC Puts Shareholders at Risk. If the going private transaction with EPC is not completed, Shareholders will have been diluted into a change of control transaction at an unconscionable Cdn$0.12 per share and will be left as minority holders in a controlled subsidiary of EPC with no means to realize full value for their Nordex Shares.
- The Proposed Change of Control Private Placement to EPC is Highly Dilutive and Keeps Significant Value from the Shareholders. The proposed change of control private placement to EPC is highly dilutive at Cdn.$0.12 per share, a full Cdn.$0.10 per share less than our Offer, which means that the Nordex board is leaving Cdn.$2.04 million of value on the table that is not going into the Nordex business, and in supporting EPC’s Cdn.$0.18 per share going private transaction, keeps a further Cdn.$816,500 away from Nordex shareholders.
How to Vote AGAINST the EPC Transactions
In order for Nordex shareholders to have access to the value created by the Offer Nordex shareholders need to vote AGAINST the inadequate EPC transactions either in person or by proxy at the shareholder meeting that has been called for August 18, 2016.
Voting AGAINST the EPC transactions is easy. You simply need to check the AGAINST box next to each resolution on the form of proxy or voting instruction form that Nordex sent you by mail, sign and mail the form in accordance with the instructions thereon. You may also vote online by following the instructions found on your proxy or voting instruction form.
If you have already submitted a FOR vote and wish to change it, you simply need to cast a later-dated vote following the same instructions set out above as this will supersede and revoke any earlier vote.
It is important to note that abstaining from voting is not considered the same as voting AGAINST. For this reason we urge you to take the time to submit your AGAINST vote prior to the proxy deadline on August 16, 2016 at 10:00 a.m. (Toronto time).
How to Tender my Nordex Shares to the Offer
You have until 5:00 p.m. (Toronto time) on Friday, September 9, 2016 (the “Expiry Time”) to deposit your Nordex Shares, unless the Offer is extended or withdrawn in accordance with its terms by the Offeror and as more particularly described in the Circular.
Registered Shareholders (owners of physical share certificates):
If you wish to accept the Offer, you must deposit your Nordex Shares and the certificate(s) representing your Nordex Shares, together with a properly completed and executed Letter of Transmittal, at or prior to the Expiry Time at the office of the Depositary specified in the Letter of Transmittal. Detailed instructions are contained in the Letter of Transmittal which accompanies the Offer. See Section 3 of the Offer, “Manner of Acceptance” in the Circular.
If you wish to deposit Nordex Shares pursuant to the Offer and the certificate(s) representing your Nordex Shares is (are) not immediately available, or if the certificate(s) and all other required documents cannot be provided to the Depositary at or prior to the Expiry Time, such Nordex Shares nevertheless may be validly deposited under the Offer in compliance with the procedures for guaranteed delivery using the Notice of Guaranteed Delivery. See Section 3 of the Offer, “Manner of Acceptance – Book-Entry Transfer” in the Circular.
Beneficial Shareholders (owners of shares held in street-name or with a broker):
If your Nordex Shares are registered in the name of an investment advisor, stockbroker, bank, trust company or other nominee, you should contact such nominee if you wish to accept the Offer.
Letter of Transmittal – Download
Letter to Shareholders – Download
Notice of Guaranteed Delivery – Download
Takeover Bid Circular – Download
The Information Agent and Depositary is:
1-416-304-0211 (Collect calls outside North America)
PO Box 370, STN Adelaide, Toronto, Ontario, M5C 2J5, Canada
By Registered Mail, Hand or by Courier:
70 University Avenue, Suite 1440, Toronto, Ontario, M5J 2M4, Canada
By Facsimile Transmission:1-416-646-2415