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[March 2003]
Zemex Agrees to be Acquired
Zemex Corporation (Toronto, Ontario, Canada) has announced that it has entered into an arrangement agreement with Cementos Pacasmayo S.A.A., a publicly listed corporation in Peru, pursuant to which a company controlled by Pacasmayo will acquire all of the outstanding common shares of Zemex for a cash price of US$8.80 per share. The value of the transaction, including Zemex's debt, is approximately US$100 million."We believe this transaction reflects significant value recognition for our shareholders, representing a premium of 56% over the twenty day weighted average trading price of Zemex shares on the New York Stock Exchange," stated Peter Gillin, President and CEO of Zemex. "Zemex employees will also have the opportunity to help build Pacasmayo's industrial minerals platform in North America."
The Board of Directors has approved the acquisition which is being effected by a Plan of Arrangement conditional upon regulatory and securityholder approvals and the approval of the Ontario court. In reaching its determination to recommend this transaction to securityholders, the Board assessed many factors, including recent and historical trading prices, valuation indicators and the corporation's business prospects and outlook.
The Board has also received an opinion from TD Securities Inc that the consideration under the transaction is fair from a financial point of view to Zemex's shareholders. The written fairness opinion of TD Securities will be included in meeting materials to be sent to securityholders.
ENDS