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La Mancha Resources Inc. announced today that it has entered into an agreement (the “Support Agreementâ€) with Weather Investments II S.Å•.r.l. (“Weather IIâ€), pursuant to which Weather II has agreed, subject to the terms of the Support Agreement, to offer to purchase all outstanding common shares of La Mancha by way of a take-over bid at a price of $3.50 per share in cash (the “Offerâ€). Weather II is one of the many successful businesses managed by Mr. Naguib Sawiris. The wider Sawiris Family of Egypt have substantial indirect interests in existing operations in the telecoms, construction and fertilizers, cement, real estate and hotel development industries.
The Offer represents a premium of approximately 55.6% to the closing price of the Company\'s common shares on the TSX on July 12, 2012, immediately prior to the announcement of the Offer and a premium of approximately 43.1% to the 20-day volume weighted average price as at July 12, 2012 of the Company\'s common shares on the TSX.
As announced on March 14, 2012, La Mancha established a special committee of independent Directors (the “Special Committeeâ€) to conduct an auction process to solicit acquisition proposals to maximize value for all shareholders. As a result of this process, a number of proposals were received from different parties. After consultation with its financial advisers, BMO Capital Markets, and legal advisers, Fasken Martineau DuMoulin LLP, and after receiving the unanimous recommendation of the Special Committee, La Mancha\'s Board of Directors has unanimously determined that the Offer is fair to the holders of La Mancha common shares and has agreed to recommend to shareholders that they accept the Offer.
Dominique Delorme, President and CEO commented, “We are glad to announce a transaction that should benefit all of La Mancha\'s stakeholders. While offering a significant premium to our shareholders, this transaction will enable the La Mancha team to pursue the development of its projects with its partners in Sudan, Côte d\'Ivoire and Australia with the support of a strong financial partner. We are delighted by the show of confidence expressed by Weather II through this transaction and are looking forward to put our operating and development expertise at their serviceâ€.
Naguib Sawiris, Chairman & CEO of Weather II commented, “We are very pleased to reach agreement on this acquisition. The Company represents an extremely attractive opportunity with a geographically diverse portfolio of assets offering exposure to growth and development stage projects. We look forward to working with the strong management team to realize the full potential of the Company going forwardâ€.
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