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Abstract
For Fording, the sale is the culmination of an extensive review of strategic alternatives by the Independent Committee of the Trustees of Fording and the Independent Committee of the Directors of Fording (GP) ULC, a wholly owned subsidiary of Fording. The Independent Committees have, among other things, conducted a global search for potential purchasers of Fording. Negotiations with Teck Cominco were directed by the Independent Committees and led by Mr. [Michael Grandin]. The Independent Committees have unanimously recommended that the Fording Trustees and the Fording Directors support the transaction. The Fording Trustees and Fording Directors (excluding those that are not independent of Teck Cominco and who abstained from voting) have unanimously approved the Transaction. The Fording Trustees and Fording Directors were advised verbally by RBC Capital Markets, the advisor to the Independent Committees, that the consideration to be received by unitholders under the Transaction is fair from a financial point of view to Fording unitholders (other than Teck Cominco and any related parties of Teck Cominco).
Teck Cominco and Fording have entered into an arrangement agreement which provides for, among other things, a non-solicitation covenant by Fording, subject to customary provisions that entitles Fording to consider and accept a superior proposal, a right in favour of Teck Cominco to match any superior proposal, and the payment by Fording to Teck Cominco of a termination payment of US$400 million if the Transaction is not completed as a result of the superior proposal and in certain other circumstances. Teck Cominco will also assume any residual liabilities of Fording. The Fording units will be delisted from the TSX and NYSE upon completion of the Transaction.
These risks include that the parties will not proceed with the Transaction, that the terms of the Transaction as implemented will vary from those currently contemplated, that the Transaction will not be successfully contemplated for any reason including the failure to obtain required unitholder approval, that the Teck Cominco debt financing contemplated by debt commitment letter will not be available at closing, failure to obtain court approval or inability to obtain clearance from regulatory authorities. Fording cautions that the list of risks and assumptions set forth or referred to above is not exhaustive. Some of the risks, uncertainties and other factors which negatively affect the reliability of forward-looking information are discussed in Fording's public filings with the Canadian and United States securities regulatory authorities, including its most recent management information circular, annual report, management's discussion and analysis, quarterly reports, material change reports and new releases. Fording's public filings are available through Fording's website at www.fording.ca. Copies of Fording's Canadian public filings are available on SEDAR at www.sedar.com. Fording's public filings in the United States, including Fording's most recent annual report on form 40-F, as supplemented by its filings on form 6-K, are available at www.sec.gov. Fording further cautions that information contained on, or accessible through, these websites is current only as of the date of such information and may be superseded by subsequent events or filings. Fording undertakes no obligation to update publicly or otherwise revise any information, including any forward-looking information, whether as a result of new information, future events or other such factors that affect this information except as required by law.