| Wed 10 Sep 2008, 8:32 | | RDI - Rockwell Responds To Hostile Bid From Pala Investments |
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RDI
RDI
RDI - Rockwell Responds To Hostile Bid From Pala Investments
(A company incorporated in accordance with the laws of British Columbia, Canada)
(Incorporation number BCO354545)
(Formerly Rockwell Ventures Inc.)
(South African registration number: 2007/031582/10)
Share code on the JSE Limited: RDI & ISIN: CA77434W1032
Share code on the TSX: RDI CUSIP Number: 77434W103
Share code on the OTCBB: RDIAF
("Rockwell")
ROCKWELL RESPONDS TO HOSTILE BID FROM PALA INVESTMENTS
September 9, 2008, Vancouver, B.C. - Rockwell Diamonds Inc. ("Rockwell" or the
"Company") (TSX: RDI; JSE: RDI; OTCBB: RDIAF) is responding to the announcement
by Pala Investments Holdings Limited ("Pala") that Pala is making an unsolicited
offer to acquire all of the outstanding common shares of the Company at a price
of $0.36 per common share.
Dr John Bristow, President and Chief Executive Officer of Rockwell, stated: "We
are disappointed that Pala has announced this unsolicited, opportunistic offer
for Rockwell and we recommend shareholders take no action until shareholders
have received further communications from the Board of Directors of Rockwell".
The Company`s Board of Directors received an unsolicited letter from Pala on
August 29, 2008 which expressed Pala`s interest in acquiring all of Rockwell`s
common shares at $0.40 per share, and which set a deadline for response of
September 5, 2008. The Board of Directors immediately commenced a review of the
indication of interest in the context of the Company`s alternatives to maximize
shareholder value and appointed a special committee (the "Special Committee") of
independent directors for this purpose. The Special Committee retained RBC
Capital Markets as financial advisor and McCarthy Tetrault LLP as legal advisor.
The Board of Directors advised Pala that they would carefully consider the
proposal with the assistance of their independent financial and legal advisors
and anticipated being in a position to respond by the end of this week. The
Special Committee indicated its willingness to meet with Pala to receive more
information concerning its proposal but Pala then declined to meet.
Rockwell advises shareholders to not deposit any common shares to the Pala offer
and to not take any other action concerning the offer until shareholders have
received further communications from the Board of Directors of Rockwell.
Rockwell will issue a Directors` Circular that will contain important
information for shareholders, including the Board recommendation regarding the
offer, within 10 business days.
For further details on Rockwell Diamonds Inc., please visit the Company`s
website at www.rockwelldiamonds.com or contact Investor Services at (604) 684-
6365 or within North America at 1-800-667-2114.
John Bristow
President and CEO
No regulatory authority has approved or disapproved the information contained in
this news release.
Forward Looking Statements
This release includes certain statements that may be deemed "forward-looking
statements". Other than statements of historical fact all statements in this
release that address future production, reserve or resource potential,
exploration drilling, exploitation activities and events or developments that
the Company expects are forward-looking statements. Although the Company
believes the expectations expressed in such forward-looking statements are based
on reasonable assumptions, such statements are not guarantees of future
performance and actual results or developments may differ materially from those
in the forward-looking statements. Factors that could cause actual results to
differ materially from those in forward-looking statements include market
prices, exploitation and exploration successes, changes in and the effect of
government policies regarding mining and natural resource exploration and
exploitation, availability of capital and financing, geopolitical uncertainty
and political and economic instability, and general economic, and market or
business conditions. Investors are cautioned that any such statements are not
guarantees of future performance and that actual results or developments may
differ materially from those projected in the forward-looking statements. For
more information on Rockwell, Investors should review Rockwell`s annual Form 20-
F filing with the United States Securities and Exchange Commission www.sec.com
and its home jurisdiction filings that are available at www.sedar.com.
Johannesburg
10 September 2008
Sponsor
Sasfin Capital
(A division of Sasfin Bank Limited)
Date: 10/09/2008 08:32:02 Produced by the JSE SENS Department.
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