Fording Canadian Coal Trust Advised of Below-Market Mini-Tender Offer for 1.34% of Outstanding Units
08 Januar 2008 - 1:15AM
Marketwired
CALGARY, ALBERTA (NYSE: FDG) ("Fording" or the "Trust")
announced today that it has been advised of an unsolicited
"mini-tender offer" by TRC Capital Corporation ("TRC") to purchase
up to 2,000,000 units of the Trust, representing approximately
1.34% of the Trust's outstanding units.
As TRC's offer documents acknowledge, the offer price of C$36.10
per unit represents a 3.5% discount to the closing price of the
Fording units on the Toronto Stock Exchange on December 27, 2007,
(C$37.41) the day prior to the date of the offer, and represents a
discount of 2.3% to today's closing price on the TSX C$36.94.
The Trust recommends that unitholders DO NOT tender their units
to TRC's unsolicited mini- tender offer for several reasons,
including:
- The offer price available under the mini-tender offer
represents a significant discount to the market price of the
Fording units;
- Mini-tender offers, such as this one, do not provide all of
the investor protections available under Canadian and U.S.
securities laws and circumvent most filing, disclosure and
procedural requirements which are intended to permit investors to
make an informed decision;
- There are a number of conditions associated with the TRC
mini-tender offer including a condition that TRC secure a credit
facility and obtain the funds necessary to complete the mini-tender
offer, and a condition that the Trust shall not have authorized,
entered into, proposed or announced an intention to effect, among
other things, an agreement to sell the units of the Trust or its
assets;
- Fording unitholders who choose to tender to the mini-tender
offer will have limited rights of withdrawal.
The Trust is in no way associated with TRC, its mini-tender
offer or the offer documentation.
Unitholders who are considering tendering their units to TRC's
mini-tender offer should consult with their financial advisors and
carefully examine the mini-tender offer to determine whether it is
in their best interests to tender to an offer that is BELOW the
current market price. Unitholders are also advised to carefully
review their limited rights of withdrawal under the offer.
The Canadian Securities Administrators ("CSA") have expressed
serious concerns about mini-tender offers such as the possibility
that investors might tender to a mini-tender offer based upon a
misunderstanding of the terms of the offer including the per
security price available under the offer relative to the market
price of such securities. In the opinion of the CSA staff, such a
misunderstanding may result in an abuse of the capital markets and
may be contrary to applicable anti-fraud provisions of certain
securities legislation. The CSA has issued a staff notice entitled
"Staff Guidance on the Practice of "Mini-Tenders,"" which is
available online at
http://www.osc.gov.on.ca/Regulation/Rulemaking/Current/Part6/csa_19991210_61-301.jsp.
The U.S. Securities and Exchange Commission ("SEC") has also
issued an investor alert regarding mini-tender offers. The SEC's
advisory may be found at:
www.sec.gov/investor/pubs/minitend.htm.
About Fording
Fording Canadian Coal Trust is an open-ended mutual fund trust
and one of the largest royalty trusts in Canada. The Trust makes
quarterly distributions to unitholders using royalties received
from its 60% interest in the metallurgical coal operations of the
Elk Valley Coal Partnership. The Elk Valley Coal Partnership is the
world's second largest exporter of metallurgical coal, supplying
high-quality coal products to the international steel industry. The
Trust's shares are traded on the Toronto Stock Exchange under the
ticker symbol FDG.UN and on the New York Stock Exchange under the
symbol FDG.
Contacts: Investor Relations contacts: Fording Canadian Coal
Trust Colin Petryk Director, Investor Relations (403) 260-9823
Catherine Hart Senior Investor Relations Analyst (403) 260-9817
Email: investors@fording.ca Website: www.fording.ca Media contact:
Lute & Company John Lute (416) 929-5883 x222 Email:
jlute@luteco.com
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