Further to the Company’s announcement on 3 July 2009, we are pleased to advise White Energy Company Limited (White Energy (ASX: WEC, OTCQQX: WECFY)) and Asia Special Situation Acquisition Corp (ASSAC (AMEX: CIO and CIOW) have signed a definitive Merger Implementation Agreement (MIA).
The MIA reflects the commercial terms that have been agreed by the parties and described in detail in White Energy’s announcement on 3 July 2009.
The MIA outlines the anticipated timetable and binding terms and conditions on which both parties can now proceed to implement the merger via schemes of arrangement.
The merger will be implemented via a share scheme in respect of the White Energy shares and an option scheme in respect of the White Energy options.
The MIA is subject to a number of conditions precedent, including no party experiencing a material adverse effect, no prescribed occurrences and obtaining all necessary approvals (including Australian FIRB and US SEC approvals).
White Energy shareholders and option holders will receive a scheme booklet, which will contain full details of the proposal, including the basis for the White Energy Directors’ recommendation and an Independent Expert’s report considering whether or not the merger is in the best interests of White Energy shareholders.
It is anticipated that the scheme booklet will be dispatched to shareholders and option holders in late September 2009, subject to relevant regulatory approvals, and that White Energy shareholders and option holders will vote on the schemes by late October 2009.
Subject to the positive outcome of the White Energy scheme votes, ASSAC will convene a meeting of its shareholders to vote on the merger with White Energy. It is envisaged that the merger will be implemented in early December 2009.