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Fresnillo rejects MAG Silver's statements regarding take over offer - Update

By RTTNews Staff Writer   ✉   | Published:   | Follow Us On Google News
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Silver and gold producer Fresnillo Plc (FRES.L), Monday, said it strongly rejects the statements made by MAG Silver Corp. (MVG,MAG.TO) on May 8, regarding Fresnillo's proposed take-over of MAG. The group also acknowledged the receipt of arbitration request filed by MAG before the International Chamber of Commerce, and said that the arbitration request stands without merit.

On a May 8th statement, MAG Silver said that it has filed a formal request for arbitration with International Court of Arbitration of the International Chamber of Commerce, seeking urgent relief on the grounds that Fresnillo is attempting to acquire control of MAG on a hostile basis in breach of the standstill provisions contained in the shareholders agreement governing the Juanicipio joint venture. MAG is also seeking relief in relation to other alleged violations by Fresnillo as operator under the shareholders agreement.

Meanwhile, MAG has also requested the Ontario Securities Commission, or OSC, to direct Fresnillo from carrying on with its takeover bid, if Fresnillo refuses to comply with any document production order.

The fresh verbal onslaught follows Fresbal Investments Ltd., a subsidiary of Fresnillo's formal offer in December 2008 to acquire all of the outstanding common shares of MAG Silver that is not owned by Fresnillo and its affiliates for US$4.54 per share cash. Pursuant to the offer, a formal independent valuation was carried out on MAG Silver prior to mailing the offer to the group's shareholders, as per the Canadian law.

According to MAG Silver, it suspended the independent valuation conducted by Fresnillo for not providing important information on its plans to develop the Juanicipio joint venture property, which is 44% owned by MAG and 56% by Fresnillo, as part of its Fresnillo II regional mine development plan. Fresnillo continues to refuse to provide MAG's Independent Committee and the Independent Valuator with critical documents tied to that regional mine development plan, MAG Silver said.

MAG Silver also charged that Fresnillo intends to provide documents that only reflect Juanicipio property on an isolated, stand-alone basis. MAG Silver stated that such a move would not demonstrate the true value of its silver assets and therefore it has asked OSC to issue an order compelling Fresnillo to provide the requested information.

Further, MAG Silver stated that the transparent valuation would allow its shareholders to make an informed decision on tendering its shares and ensures that Fresnillo, an insider of MAG, would not opportunistically use its informational advantage to acquire the company and its interest in the Juanicipio joint venture, at a price that does not reflect fair value and that ignores or hides the distinctive material benefits that will accrue to Fresnillo.

Clarifying its stand, Fresnillo today said that MAG Silver stopped its independent valuation on February 1, 2009. Fresnillo noted that it is ready to share proprietary and confidential information to which MAG has no entitlement under its agreements with the group and the valuation terms. The group also added that MAG had disputed on the OSC's conclusion regarding the documents required.

Currently, Fresnillo and its affiliates own approximately 19.8% of the outstanding common shares of MAG Silver.

FRES.L is up 13 pence, trading at 583 pence on the LSE.

On Friday, MVG closed at $5.47 on the AMEX, while MAG.TO closed at C$6.29 on the TSE.

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