Uranium One Enters into Definitive Agreement with ARMZ for Going Private Transaction for CDN$2.86 per Share in Cash

Uranium One Enters into Definitive Agreement with ARMZ for Going Private 
Transaction for CDN$2.86 per Share in Cash 
Board Unanimously Recommends Transaction 
TORONTO, Jan. 14, 2013 /CNW/ - Uranium One Inc. ("Uranium One" or the 
"Company") today announced that it has entered into a definitive agreement 
(the "Arrangement Agreement") with JSC Atomredmetzoloto and its affiliate, 
Effective Energy N.V., (collectively "ARMZ") under which the Company would be 
taken private pursuant to a plan of arrangement (the "Plan of Arrangement"). 
ARMZ and its affiliates currently own 51.4% of the Uranium One common shares 
("Common Shares"). 
Under the Plan of Arrangement, ARMZ would acquire all of the Common Shares 
that ARMZ and its affiliates do not already own for cash consideration of 
CDN$2.86 per share. The cash consideration represents a 32% premium to the 
20-day volume weighted average price of the Common Shares on the Toronto Stock 
Exchange for the period ending January 11, 2013. The transaction provides 
total consideration to minority shareholders of approximately CDN$1.3 billion 
and implies an equity value for Uranium One of approximately CDN$2.8 billion. 
The Board of Directors of Uranium One has unanimously (with Messrs. Jivov, 
Sattler and Yampolskiy abstaining) determined that the Plan of Arrangement is 
in the best interests of Uranium One and is fair to its shareholders. 
The determination of the Board was made upon the recommendation of a special 
committee of independent directors (the "Independent Committee"), and after 
consideration of the advice of legal and financial advisors to the Independent 
Committee and the Company. 
Ken Williamson, Chairman of the Independent Committee stated "This proposal 
represents a significant premium to the 20 day volume weighted average price 
of the Common Shares prior to today's announcement. We recommend that 
shareholders vote in favour of the Plan of Arrangement at the special meeting 
of shareholders that will be called to approve the transaction." 
Canaccord Genuity Corp., which is acting as financial advisor to the 
Independent Committee, has provided an opinion to the effect that, as of the 
date of the opinion and based upon and subject to the limitations and 
qualifications therein, the consideration to be received for the Common Shares 
is fair, from a financial point of view, to the holders of the common shares 
(other than ARMZ and its affiliates). GMP Securities L.P. has prepared and 
delivered a formal valuation of the Common Shares under the supervision of the 
Independent Committee as contemplated by Multilateral Instrument 61-101 - 
Protection of Minority Security Holders in Special Transactions ("MI 61-101"). 
GMP Securities L.P. concluded that, subject to the assumptions, qualifications 
and limitations provided in the formal valuation, that the fair market value 
of a Uranium One common share is in the range of US$2.66 to US$3.21 
(equivalent to CDN$2.62 to CDN$3.16 using Friday's closing exchange rate of 
1.0154) as at the date of the formal valuation. 
"Despite the uranium industry's currently challenging outlook, ARMZ will 
continue with its strategy of developing Uranium One into the leading global 
uranium producer, which was the basis of our original investment in the 
Company," said Vadim Jivov, Chairman of the Board of ARMZ. 
The implementation of the Plan of Arrangement will be subject to approval by 
the holders of the affected securities at a special meeting (the "Special 
Meeting") expected to be held in March 2013. As the transaction will 
constitute a "business combination" for the purposes of MI 61-101, the 
implementation of the Plan of Arrangement will be subject to approval by a 
majority of the votes cast by shareholders other than ARMZ and its affiliates, 
in addition to approval by 66⅔% of the votes cast by holders of Common 
Shares. The transaction also will be subject to applicable regulatory 
approvals and certain closing conditions customary in transactions of this 
nature. 
The Arrangement Agreement provides for, among other things, a non-solicitation 
covenant on the part of Uranium One (subject to customary fiduciary out 
provisions). The Arrangement Agreement also provides ARMZ with a "right to 
match" and requires the Company to pay a termination fee equal to CDN$45 
million in certain circumstances. All of the directors and senior officers of 
Uranium One have entered into voting agreements pursuant to which, among other 
things, they have agreed to vote their Common Shares in favour of the Plan of 
Arrangement. 
The terms and conditions of the proposed transaction will be disclosed in an 
information circular that will be mailed in February 2013 to the 
securityholders of Uranium One that will be entitled to vote at the Special 
Meeting. It is anticipated that the transaction, if approved by Uranium One 
securityholders and the Court, will be completed in the second quarter of 2013. 
Within 30 days of completion of the transaction, Uranium One will make an 
offer to purchase the $259,985,000 aggregate principal amount of 7.5% (re-set 
to 5%) convertible unsecured subordinated debentures due March 13, 2015 (the 
"Debentures") as prescribed by the terms of the Debentures. The completion of 
the transaction is not dependent on any approval from the Debenture holders or 
the acceptance of the offer to purchase. 
Goodmans LLP and Cassels Brock & Blackwell LLP are acting as legal counsel to 
Uranium One and the Independent Committee, respectively. BMO Capital Markets 
is acting as financial advisor, and Stikeman Elliott LLP is acting as legal 
counsel, to ARMZ. 
Uranium One has engaged Kingsdale Shareholder Services Inc. as its proxy 
solicitation agent. Shareholders with questions should contact Kingsdale at 
North America toll free 1-877-659-1818 or collect 1-416-867-2272. 
Copies of the Arrangement Agreement, the information circular for the Special 
Meeting and certain related documents will be filed with Canadian securities 
regulators and will be available on the Canadian SEDAR website at 
www.sedar.com. 
About Uranium One 
Uranium One is one of the world's largest publicly-traded uranium producers 
with a globally diversified portfolio of assets located in Kazakhstan, the 
United States, Australia and Tanzania. ARMZ and its affiliates currently are 
Uranium One's largest shareholder, owning approximately 492.2 million 
(approximately 51.4% of the outstanding) common shares of Uranium One. 
Cautionary Statement 
No stock exchange, securities commission or other regulatory authority has 
approved or disapproved the information contained herein. 
Investors are advised to refer to independent technical reports containing 
detailed information with respect to the material properties of Uranium One. 
These technical reports are available under the profile of Uranium One Inc. at 
www.sedar.com. Those technical reports provide the date of each resource or 
reserve estimate, details of the key assumptions, methods and parameters used 
in the estimates, details of quantity and grade or quality of each resource or 
reserve and a general discussion of the extent to which the estimate may be 
materially affected by any known environmental, permitting, legal, taxation, 
socio-political, marketing, or other relevant issues. The technical reports 
also provide information with respect to data verification in the estimation. 
Forward-looking statements: 
This press release contains "forward-looking statements" within the meaning of 
applicable securities laws that are intended to be covered by the safe 
harbours created by those laws, including statements that use forward-looking 
terminology such as "may", "will", "expect", "anticipate", "believe", 
"continue", "potential", or the negative thereof or other variations thereof 
or comparable terminology. Such forward-looking statements may include, 
without limitation, statements regarding the completion of the proposed 
transaction and other statements that are not historical facts. While such 
forward-looking statements are expressed by Uranium One, as stated in this 
release, in good faith and believed by Uranium One to have a reasonable basis, 
they are subject to important risks and uncertainties including, without 
limitation, approval of applicable governmental authorities, required Uranium 
One securityholder approval and necessary Court approvals, the satisfaction or 
waiver of certain other conditions contemplated by the Arrangement Agreement, 
and changes in applicable laws or regulations, which could cause actual 
results to differ materially from future results expressed, projected or 
implied by the forward-looking statements. As a result of these risks and 
uncertainties, the proposed transaction could be modified, restructured or not 
be completed, and the results or events predicted in these forward-looking 
statements may differ materially from actual results or events. These 
forward-looking statements are not guarantees of future performance, given 
that they involve risks and uncertainties. Uranium One is not affirming or 
adopting any statements made by any other person in respect of the proposed 
transaction and expressly disclaims any intention or obligation to update or 
revise any forward-looking statements, whether as a result of new information, 
future events or otherwise, except in accordance with applicable securities or 
to comment on expectations of, or statements made by any other person in 
respect of the proposed transaction. Investors should not assume that any lack 
of update to a previously issued forward-looking statement constitutes a 
reaffirmation of that statement. Reliance on forward-looking statements is 
at investors' own risk. 
For further information about Uranium One, please visit www.uranium1.com. 
Chris Sattler Chief Executive Officer Tel: +1 647 788 8500 
SOURCE: Uranium One Inc. 
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CO: Uranium One Inc.
ST: Ontario
NI: MNG  
-0- Jan/14/2013 05:02 GMT
 
 
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