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Abstract
(Marketwire - July 22, 2008) - QGX Ltd. (TSX:QGX) ("QGX" or the "Company") is pleased to announce that it has entered into a definitive support agreement with Kerry Holdings Limited ("Kerry"), MCS Holding LLC ("MCS") and Mongolia Holdings Corp. (the "Offeror") pursuant to which the Offeror will offer (the "Offer") to acquire all of the issued and outstanding common shares on a fully diluted basis (the "Shares") of QGX for Cdn$5.00 per Share in cash. The Offer values QGX at approximately Cdn$259 million representing a 32% premium based on the volume weighted average closing price of QGX's common shares on the TSX for the 20 previous days ending July 21, 2008 and a premium of 52% to the last close before the Company announced it was exploring strategic alternatives on February 12, 2008.
The Board of Directors of QGX, upon the unanimous recommendation of a special committee of its directors, has unanimously approved entering into the support agreement and recommends that shareholders tender to the Offer. Additionally, QGX's Board has received an opinion from Merrill Lynch Canada Inc., that the consideration being offered is fair, from a financial point of view, to the shareholders of QGX. Shareholders of QGX, including the directors and officers of QGX, representing approximately 42% of the issued and outstanding common shares of QGX on a fully diluted basis, have agreed to tender their shares, subject to certain exceptions and have entered into lock-up agreements evidencing such commitment.