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Re: News Releases - Friday, August 03, 2007
Primary Metals Announces Board-Supported Cash Take-Over Bid by
Sojitz Corporation
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Primary Metals Inc. (TSXV: PMI) ("Primary") announced today that it has
entered into a support agreement with Sojitz Corporation ("Sojitz")
pursuant to which Sojitz will make a formal take-over bid to acquire
(the "Offer") all of the outstanding common shares of Primary (the
"Shares") for $3.65 in cash per Share, for a total transaction value of
approximately $54 million, on a fully-diluted in the money basis. The
consideration under the Offer represents a 59% premium to the 30-day
weighted average trading price of Primary's Shares as at August 2, 2007
and a 38% premium to the closing price of the Shares on August 2, 2007.
The Board of Directors of Primary has unanimously approved the proposed
transaction and will recommend that shareholders tender their Shares to
the Offer. Capital West Partners, Primary's financial adviser, has
provided an opinion to Primary's Board of Directors that the
consideration to be received under the Offer is fair from a financial
point of view to Primary's shareholders.
Each of Primary's directors and their affiliates (collectively, the
"Locked-Up Shareholders") has agreed to support the Offer and to tender
his or its Shares to the Offer (except in certain circumstances,
including where a superior proposal is made by a third party and not
matched by Sojitz). Shares held by the Locked-Up Shareholders
represent approximately 55% of the Shares on a fully-diluted in the
money basis.
A take-over bid circular detailing the terms and conditions of the
Offer, together with Primary's directors' circular in respect of the
Offer, will be mailed to Shareholders on or before August 27, 2007. The
Offer will remain open for acceptance for not less than 35 days.
The Offer will be conditional upon a minimum of 66 2/3% of the
fully-diluted Primary shares being deposited to the Offer, receipt of
all necessary regulatory approvals, the absence of any material adverse
change, and other customary conditions. Each of Primary and the
Locked-Up Shareholders has agreed that it will not solicit or initiate
discussions or negotiations with any third party for any take-over bid
or other business combination involving Primary, and Sojitz has the
right to match any unsolicited competing proposal. Primary has agreed
that in certain circumstances, it will pay a non-completion fee of $2
million to Sojitz.
Capital West Partners is acting as financial adviser to Primary in
respect of the Offer. Primary's legal advisers are DuMoulin Black LLP
and Bull, Housser & Tupper LLP. Sojitz's legal advisers are Heenan
Blaikie LLP.
About Primary Metals
Primary owns a 100 percent interest in the Panasqueira tungsten mine in
Portugal, which is currently producing wolframite concentrates
containing some 100,000 MTUs of tungsten trioxide per annum, with
further improvements underway. The Panasqueira mine has a long history
of production of high-quality wolframite concentrates and is the
dominant producer of high-grade tungsten concentrates outside China.
Further information is available under Primary's profile at
www.sedar.com and on Primary's website at www.primarymetals.ca
About Sojitz Corporation
Sojitz, one of Japan's leading trading companies, is listed on the
Tokyo Stock Exchange with revenues of C$42 billion, net assets of C$4.2
billion and a market capitalization of C$5.3 billion. Sojitz conducts
its operations in 50 countries through approximately 500 consolidated
subsidiaries and affiliated companies with over 19,000 employees
worldwide. Its business activities cover machinery and aerospace,
energy and mineral resources, chemicals and plastics, real estate
development, forest products and consumer lifestyle-related business.
Further information is available on Sojitz's website at www.sojitz.com
On Behalf of the Board of Directors,
"James Robertson"
______________________
James Robertson, P. Eng.
Director
For further information contact:
Vancouver Office:
James Robertson
Phone: 604.669.8988
Email: info@primarymetals.ca
Website: www.primarymetals.ca
Investor Relations:
Jamie Mathers, Ascenta Capital Partners Inc.
Phone: 604.628.5800 extension 236
Toll free: 1.866.684.4209
Email: jamie@ascentacapital.com
The TSX Venture Exchange does not accept responsibility for the
adequacy or the accuracy of this release.
Certain of the statements made and information contained herein is
"forward-looking information" within the meaning of the Ontario
Securities Act or "forward-looking statements" within the meaning of
Section 21E of the Securities Exchange Act of 1934 of the United
States. Forward-looking statements are subject to a variety of risks
and uncertainties which could cause actual events or results to differ
from those reflected in the forward-looking statements, including,
without limitation the company's expectations as to the results of
planned work programs, potential mineralization, resources, reserves,
mine production levels and future tungsten prices. Such statements are
based on certain assumptions, including continued demand for tungsten,
availability of capital, equipment and personnel to carry out and
complete the planned work programs and accuracy within a reasonable
range of reported exploration and development results, and involve
various risks and uncertainties, including global economic factors,
future commodity prices, lack of availability of equipment or
personnel, and results of exploration and development. There can be no
assurance that such statements will prove to be accurate and actual
results and future events could differ materially from those
anticipated in such statements. Other important factors that could
cause actual results to differ materially from the Company's
expectations are disclosed under the heading "Risk Factors" and
elsewhere in the Company's documents filed from time-to-time with
regulatory authorities and on www.sedar.com
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Copyright (c) 2007 PRIMARY METALS INC. (PMI) All rights reserved. For
more information visit our website at http://www.primarymetalsinc.ca/
or send mailto:info@primarymetalsinc.ca
Message sent on Fri Aug 3, 2007 at 4:01:47 PM Pacific Time
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