re: Ann: Commencement of Takeover Bid at C$8.... Moring folks. I...

re: Ann: Commencement of Takeover Bid at C$8....
Moring folks. I have some questions and thoughts regarding the Minmetals takeover. I am only referring only to the Anvil Directors' Circulator document.

Comments most welcome.

P9 Anvil – Directors' Circular.
In June 2010, the Board requested that the Special Committee consider potential value enhancement alternatives available to the Company. Between June 2010 and November 2010, the Special Committee reviewed a number of possible transactions, including a potential merger transaction......After several meetings the Special Committee determined that proceeding with the potential merger transaction was not in the best interests of the Company.

Did shareholder know that a Special committee was formed in 2010? What was the merger proposal?

In late June 2011, Trafigura advised the Company that it had entered into discussions with a third party to sell a majority of its Common Shares and warrants to acquire Common Shares.

So Trafiguria was talking to (exclusively?) Minmetals about a deal?

...Standstill agreements were entered into with seven counterparties during August and September, 2011. The counterparties entering into the confidentiality and standstill agreements were afforded access to a data room established by the Company so that they could conduct preliminary due diligence to enable the consideration and formulation of the terms of a possible transaction to be presented to the Strategic Transaction Committee.
In August 2011, the Company was approached by a third party regarding a possible merger transaction............The third party advised that it would outline a process for a potential transaction for the Company to consider. Such an outline was never provided to the Company.

SEVEN conterparties interested and signed confidentially agreements.

P10…......the Company received formal written non-binding indicative proposals from three counterparties, including MMR, for transactions pursuant to which each of the counterparties proposed to acquire the Company for cash consideration. Those three counterparties were then provided with a draft form of support agreement and lock-up agreement and were asked to submit formal proposals to acquire all of the outstanding securities of the Company by no later than September 23, 2011.
Two other counterparties continued to engage in due diligence after September 6, 2011, even though they had not submitted non-binding proposals.

On September 23, 2011, MMR submitted a further proposal. The Strategic Transaction Committee
reviewed MMR’s proposal and recommended that the Company undertake exclusive negotiations with MMR, as requested by MMR.

On September 29, 2011, a third party, which had signed a confidentiality and standstill agreement as part of the process being conducted on behalf of the Company, sent an indicative proposal to BMO Capital Markets, offering to make a bid for the Company. The Board of Directors determined that given the conditional nature of the proposal and the advanced negotiations with MMR, the proposal did not merit further consideration. In compliance with the provisions of the exclusivity agreement with MMR, the Company and its advisors did not respond to the proposal.

So we have 3 parties including MMR submit proposals. Plus 2 another parties continue a due diligence. Also we had another party submit an indicative proposal on the 29th Sept that was ignored due to the exclusivity agreement that was requested by MMR. (was this a superior proposal that was ignored?)

Are you getting the feeling that Trafiguria ONLY wanted to deal with Minmetals?

P13 Superior Proposals, right to Match, etc.
Following receipt by Anvil of any proposal, inquiry, offer or request (or any amendment thereto) that is not an Acquisition Proposal but which Anvil reasonably believes could lead to an Acquisition Proposal, Anvil may respond to the proponent to advise it that, in accordance with the Support Agreement, Anvil can only enter into discussions or negotiations with a party that delivers an Acquisition Proposal.

Superior proposals while not ruled out all together, this binding agreement has made it difficult for another party.

P3 of the BMO Fairness Opinion – Scope of Review
5. certain publicly available information relating to the business, operations, financial condition
and trading history of the Company and other selected public companies we considered
relevant;
6. certain internal financial, operating, corporate and other information prepared or provided by
or on behalf of the Company relating to the business, operations and financial condition of
the Company;
7. internal management forecasts, projections, estimates (including internal estimates of mineral
resources) and budgets prepared or provided by or on behalf of management of the
Company;
8. valuation of the Company’s advanced exploration Mutoshi Project completed by Optiro Pty
Ltd. dated August 27, 2010;
9. discussions with management of the Company relating to the Company’s current business,
plan, financial condition and prospects;

P5.
We have not been asked to prepare and have not prepared any formal valuation or appraisal of the securities or assets of the Company..........

Both BMO Nesbitt Burns and Paradign Capital has been asked for a fairness opinion but please don't put a price value on the company?

Shareholders and the market have not been informed as to any recent (2011+) drilling results, exploration upgrades, valuations of assets and future development plans. But MMR has and we are supposed to just believe that A$7.65 (current wholesale exchange rate) is fair?

KKR