NEW YORK, March 20, 2013 /PRNewswire/ -- Blue Wolf Mongolia
Holdings Corp. (NASDAQ: MNGL) ("Blue Wolf" or the "Company") today
announced the execution of a Memorandum of Understanding ("MOU")
for a business combination with Li3 Energy, Inc. (OTCBB:LIEG), a
US-listed exploration stage public company in the lithium mining
and energy sector ("Li3"). Li3 aims to acquire, develop and
commercialize a significant portfolio of lithium brine deposits in
the Americas. With its controlling interest in its Maricunga
Project in Chile, coupled with the
completion of the NI 43–101 Compliant Measured Resource Report,
Li3's goals are to: (a) advance Maricunga to the Feasibility Stage;
(b) support the global implementation of clean and green energy
initiatives; (c) meet growing lithium market demand; and (d) become
a mid-tier, low cost supplier of lithium, potassium nitrate, and
other strategic minerals, serving global clients in the energy,
fertilizer and specialty chemical industries.
Pursuant to the MOU, a wholly-owned subsidiary of the Company
will merge with and into Li3. Li3's shareholders will receive
in the transaction one ordinary share of Blue Wolf for every 250
Li3 shares they own. Blue Wolf intends to negotiate and execute a
definitive agreement with Li3 in accordance with the terms of the
MOU. Blue Wolf's sponsor, Blue Wolf MHC Ltd. (the "Sponsor"), will
forfeit 80% of its founder shares and 80% of its warrants upon the
closing of the proposed transaction.
Since Blue Wolf's existing memorandum and articles of
incorporation (the "Charter") provides that Blue Wolf only has
until April 20, 2013 to complete the
business combination, Blue Wolf's board of directors has determined
that it would be in the best interests of its shareholders to seek
shareholder approval to amend the Charter to extend the termination
date for three months until July 22,
2013 (the "Extension"). In addition, shareholders will be
asked to approve an amendment to the Charter to remove the
requirement that Blue Wolf acquire a target business that has a
fair market value equal to at least 80% of the value of the funds
held in the trust account established in connection with its
initial public offering (the "Trust Account") and conforming
amendments to the Investment Management Trust Agreement to permit
the withdrawal from the Trust Account of an amount sufficient to
purchase the ordinary shares validly tendered and not withdrawn in
the concurrent tender offer and extend the date on which to
liquidate the Trust Account to July
22, 2013.
Blue Wolf also announced today the commencement of its tender
offer to purchase up to 7,006,515 of its ordinary shares, no par
value, at a per-share price of $9.97
per share (the "Tender Offer") in connection with the Extension and
the other shareholder proposals (collectively, the "Shareholder
Proposals"). The ordinary shares are currently listed on the
Nasdaq Capital Market under the symbol "MNGL." On
March 19, 2013, the last reported
sale price of the ordinary shares was $9.93 per share. The Tender Offer will
expire at 11:59 p.m. New York City time on April 16, 2013, unless extended (the "Expiration
Date") but will not be extended past April
19, 2013.
The execution of a definitive agreement is subject to a number
of conditions, including (i) the satisfactory completion of due
diligence of the parties, (ii) the execution of lockup and support
agreements, (iii) the approval of each of the shareholder proposals
by Blue Wolf's shareholders and (iv) the completion of the Tender
Offer. In connection with the consummation of its proposed
business combination (assuming completion of the Tender Offer and
shareholder approval of the Extension), Blue Wolf intends to permit
its then shareholders to redeem their ordinary shares for cash
pursuant to a tender offer (the "Second Tender Offer") under the
tender offer rules of the Securities and Exchange Commission
("SEC") for cash; however, the Second Tender Offer in connection
with the business combination has not commenced. If
shareholders do not tender ordinary shares at this time, they will
retain the right to participate in Blue Wolf's proposed transaction
or to redeem their ordinary shares at the time Blue Wolf conducts
the Second Tender Offer following execution of the definitive
agreement.
Tenders of Blue Wolf's ordinary shares in the Tender Offer must
be made prior to the expiration of the Tender Offer and may be
withdrawn at any time prior to the expiration of the Tender Offer.
The Tender Offer is subject to the conditions and other terms set
forth in the Offer to Purchase and other tender offer materials
that are being distributed to securityholders and filed with the
SEC. In particular, the Tender Offer is conditioned on, among
other things, each of the Shareholder Proposals being approved by
at least 65% of the outstanding ordinary shares and no more than
7,006,515 ordinary shares being tendered and not withdrawn.
Each of Blue Wolf's Sponsor, officers, and directors has agreed not
to tender any ordinary shares pursuant to the Tender Offer.
Blue Wolf's board of directors unanimously recommends that
shareholders do not tender their ordinary shares in the Tender
Offer. If shareholders do not tender their shares at this time,
they will retain the right to participate in the proposed
transaction or redeem their shares at the time Blue Wolf conducts a
second tender offer following execution of the definitive
agreement. Shareholders are urged to retain their shares and
consider the proposed transaction.
Morrow & Co., LLC. is acting as the Information Agent for
the proxy solicitation and Tender Offer, and the Depositary is
Continental Stock Transfer & Trust Company. The Offer to
Purchase, form of Letter of Transmittal, and related documents are
being distributed to securityholders and will be made available for
distribution to beneficial owners of Blue Wolf's ordinary shares
and units. For questions and information, please call the
information agent toll free at (800) 662-5200 (banks and brokers
call collect at (203) 658-9400).
This announcement is for informational purposes only and does
not constitute an offer to purchase nor a solicitation of an offer
to sell Blue Wolf ordinary shares. The solicitation of offers to
buy shares will only be made pursuant to the Offer to Purchase
dated March 20, 2013 (as may be
amended or supplemented), the form of Letter of Transmittal and
other related documents that Blue Wolf is distributing to its
securityholders at no expense to them. The tender offer materials
contain important information that should be read carefully before
any decision is made with respect to the Tender Offer. In addition,
all of those materials (and all other offer documents filed with
the SEC) will be available at no charge on the SEC's website at
www.sec.gov and from the Information Agent.
About Blue Wolf
Blue Wolf is a blank check company formed in the British Virgin Islands on March 11, 2011 for the purpose of effecting a
merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more
businesses. In July 2011, Blue
Wolf completed its initial public offering of 8,050,000 units. Upon
the closing of the initial public offering, Blue Wolf deposited
$80,237,500 ($9.97 per share) in a trust account.
Forward-Looking Statements
In addition to historical information, this release may contain
a number of "forward-looking statements" as defined in the Private
Securities Litigation Reform Act of 1995. These forward-looking
statements relate to outlooks or expectations for earnings,
revenues, expenses or other future financial or business
performance, strategies or expectations, or the impact of legal or
regulatory matters on business, results of operations or financial
condition. When used in the proxy materials, the words
"anticipate," "believe," "continue," "could," "estimate," "expect,"
"intend," "may," "might," "plan," "predict," "potential" and
"should," as they relate to us are intended to identify these
forward-looking statements. All statements by us regarding our
possible or assumed future results of our business, financial
condition, liquidity, results of operations, plans and objectives
and similar matters are forward-looking statements. These
forward-looking statements are based on information available to
Blue Wolf as of the date hereof and involve a number of risks and
uncertainties. Accordingly, forward-looking statements should not
be relied upon as representing Blue Wolf's views as of any
subsequent date and Blue Wolf undertakes no obligation to update
forward-looking statements to reflect events or circumstances after
the date they were made, except as may be required by applicable
securities law. These forward-looking statements involve a
number of known and unknown risks and uncertainties or other
assumptions that may cause actual results or performance to be
materially different from those expressed or implied by these
forward-looking statements. Some factors that could cause actual
results to differ include: the risk that more than 7,006,515
ordinary shares will be validly tendered and not properly withdrawn
prior to the expiration date of the Tender Offer which would then
cause the Company to withdraw the Tender Offer; the risk that
shareholders do not approve the Shareholder Proposals, which would
then cause the Company to withdraw the Tender Offer; the risk that
governmental and regulatory review of the Tender Offer documents
may result in the inability of Blue Wolf to close the Tender Offer
by April 19, 2013; the risk that Blue
Wolf will not be able to enter into a definitive agreement with Li3
Energy, Inc. or any other target; the ability of Blue Wolf to
effect the Shareholder Proposals or consummate a business
combination; the risk that a condition to consummation of the
Shareholder Proposals may not be satisfied or waived; the ability
to meet the Nasdaq listing standards, including having the
requisite number of shareholders; potential changes in the
legislative and regulatory environments; and potential volatility
in the market price of the ordinary shares. Should one or more of
these risks or uncertainties materialize, or should any of the
underlying assumptions prove incorrect, actual results may vary in
material respects from those expressed or implied by these
forward-looking statements. You should not place undue reliance on
these forward-looking statements. Blue Wolf undertakes no
obligation to update or revise any forward-looking statements to
reflect events or circumstances after the date hereof, whether as a
result of new information, future events or otherwise, except as
may be required under applicable securities laws.
Company Contact:
Lee O. Kraus, CEO &
Chairman
Phone: (203) 622-4903
Information Agent:
Morrow & Co., LLC
470 West Avenue, 3rd Floor
Stamford, Connecticut 06902
Telephone: (800) 662-5200
Banks and Brokerage Firms: (203) 685-9400
mngl.info@morrowco.com
SOURCE Blue Wolf Mongolia Holdings Corp.