TORONTO , Dec. 30, 2013 /CNW/ - AMERICAN RESOURCE CORPORATION LIMITED (the "Company") today announced that Canadian Express International Limited (the "Purchaser") intends to use the compulsory acquisition provisions under Bermuda corporate law to acquire all of the 913,884 issued and outstanding Class A Non-voting shares (the "Shares") of the Company that it does not already own for cash consideration of US$0.6134 per Share (the "Price"), or an aggregate payment of US$560,576.45 . The Price represents the book value of the Shares as at September 30, 2013 . The Purchaser's view is that the book value of the Shares approximates the fair market value of the Shares. The Purchaser currently owns 87,439,616 Shares and 16,500 voting shares of the Company, representing approximately 99% of Shares and 100% of the voting shares. Following the acquisition, the Purchaser will own 100% of the Shares and the voting shares.
The Company's sole investment is a 9.6% interest in the outstanding common shares of Imagine Group Holdings Ltd. ("Imagine"), a globally diversified, specialty insurance holding company incorporated in Bermuda whose business was the provision of reinsurance and insurance products and advisory services tailored to the needs of its clients' business and risk management strategies. In December of 2008 Imagine ceased underwriting new insurance and reinsurance business and is in the process of conducting a run off of all remaining insurance and reinsurance liabilities.
The Shares are not traded on a stock exchange anywhere in the world. By exercising its right of compulsory acquisition, the Purchaser is providing an attractive liquidity event and an opportunity for shareholders to realize cash proceeds and certainty of value for their entire investment.
The Purchaser expects to mail a notice of compulsory acquisition to all holders of Shares shortly. The Purchaser further intends to cause the Company to cease to be a reporting issuer under applicable securities laws as soon as possible. The purpose of the acquisition is to enable the Purchaser to acquire all of the issued and outstanding Shares.
SOURCE American Resource Corporation Limited
- Mergers, Acquisitions & Takeovers
- Stocks & Offerings
- compulsory acquisition
Gregory N. McConnie
President and Managing Director
American Resource Corporation Limited
Tel. (246) 467-9206