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UNITED STATES FORM 6-K Report of Foreign Private Issuer For the month of December, 2009
Commission File Number 001-32748 Indicate by check mark whether
the registrant files or will file annual reports under cover of Form 20-F or
Form 40-F. Form 20-F _____ Form 40-F X Indicate by check mark if the
registrant is submitting the Form 6-K in paper as permitted by Regulation S-T
Rule 101(b)(1): ____ Indicate by check mark if the
registrant is submitting the Form 6-K in paper as permitted by Regulation S-T
Rule 101(b)(7): ____ Indicate by check mark whether by
furnishing the information contained in this Form, the registrant is also
thereby furnishing the information to the Commission pursuant to Rule
12g3-2(b) under the Securities Exchange Act of 1934. Yes _____ No X If "Yes" is marked, indicate below
the file number assigned to the registrant in connection with Rule 12g3-2(b):
82-___________ DOCUMENTS INCLUDED AS PART OF THIS REPORT CRCC-TONGGUAN INVESTMENT CO., LTD. TO ACQUIRE VANCOUVER, BRITISH COLUMBIA, December 28, 2009 Corriente
Resources Inc. ("Corriente" or the "Company") is pleased to announce that it has
signed a definitive agreement (the "Support Agreement") with CRCC-Tongguan
Investment Co., Ltd. (the "Offeror"), Tongling Nonferrous Metals Group Holdings
Co., Ltd. ("Tongling") and China Railway Construction Corporation Limited ("CRCC"),
under which the Offeror has agreed to make an offer to acquire all of the
Companys outstanding shares (the "Offer") for C$8.60 per share in cash. The
Offeror is jointly owned by Tongling and CRCC. This transaction is the
culmination of a comprehensive review of strategic alternatives to maximize
shareholder value conducted by Corriente and its financial advisors, Citi and
Canaccord over the past two years. The Offer values Corriente at approximately C$679 million on
a fully diluted basis and represents a 27% premium to Corrientes average
trading price for the 30 trading days prior to and including December 24, 2009.
The transaction is to be effected by way of a take-over bid.
Full details of the Offer will be included in a formal offer and take-over bid
circular, which is expected to be mailed to shareholders by February 1, 2010.
The Offer will be open for acceptance for a period of not less than 35 days. The
take-over bid circular will be accompanied by the Companys directors circular,
which will provide shareholders of the Company with, among other things, the
rationale for the unanimous recommendation of Corrientes Board of Directors
that shareholders accept the Offer. The Offer is subject to a number of conditions, including:
absence of material adverse changes, a minimum tender condition of 66 2/3%
having been met, and receipt of regulatory approvals (including required Chinese
government approvals). The Board of Directors of Corriente has unanimously
determined that the Offer is fair to Corrientes shareholders and is in the best
interests of the Company and its shareholders. The Board of Directors recommends
that shareholders tender to the Offer. Corrientes Board of Directors has
received an opinion from the Boards independent financial advisor, CIBC World
Markets Inc., that the consideration offered to the shareholders of Corriente
pursuant to the Offer is fair, from a financial point of view, to such
shareholders. All officers and directors of Corriente, who collectively hold
approximately 12% of the Companys shares outstanding on a fully diluted basis,
have entered into lock-up agreements with the Offeror, under which they have
agreed to tender their shares to the Offer and that they will not support any
rival offer unless it represents a superior proposal as determined by the Board
of Directors. In the event that the transaction is not completed, under certain
circumstances, Corriente has agreed to pay the Offeror a termination fee of C$20
million. The Support Agreement contains, among other things, non-solicitation
covenants subject to customary "fiduciary out" provisions entitling Corriente to
consider and accept an unsolicited superior proposal and the right on the part
of the Offeror to match any such proposal. Commented Ken Shannon CEO of Corriente, "We are pleased to
have reached an agreement with CRCC-Tongguan, who is committed to bringing their
vision of responsible mining development to Ecuador. The Mirador and Panantza
San Carlos copper projects will require large scale capital investment by
CRCC-Tongguan to unlock the infrastructure development, social benefits and jobs
that will flow to the people of Ecuador. We are excited on behalf of our
supporters in the nearby communities who can look forward to the leadership of
an experienced and capable group at CRCC-Tongguan, supported by our dedicated
local team." 520 800 West Pender Street, Vancouver, B.C. V6C 2V6 Citigroup Global Markets Inc. and Canaccord Financial Ltd.
are acting as the financial advisors to Corriente, Bull, Housser & Tupper LLP is
acting as legal counsel to Corriente and Blake Cassels as legal counsel to the
Board of Directors. CIBC World Markets is acting as the independent financial
advisor to Corrientes Board of Directors. BNP Paribas Capital (Asia Pacific)
Limited and Macquarie Capital Advisers are acting as financial advisors and
Davies Ward Phillips & Vineberg LLP is acting as legal counsel to Tongling, CRCC
and the Offeror. ABOUT TONGLING, CRCC AND THE OFFEROR CRCC-Tongguan Investment Co., Ltd. is owned jointly by
Tongling Nonferrous Metals Group Holdings Co., Ltd. and China Railway
Construction Corporation Limited. Tongling Tongling is a state holding enterprise and an integrated
mega-size PRC mining conglomerate, primarily engaged in copper mining, mineral
processing, smelting & refining and copper products processing, as well as
trade, scientific research and design, machine building, construction &
installation, shaft & drift construction and other businesses. In 2008, Tongling
was ranked No.2 in China and No.6 in the world in terms of copper cathode
production. One of Tongling's subsidiaries, listed on the Shenzhen Stock
Exchange, has a current market capitalization of over US$4 billion. CRCC CRCC is one of the largest integrated construction
enterprises in China and in the world. The activities of CRCC comprise
construction, survey, design and consultancy, manufacturing, logistics and goods
and materials trade, capital investment operations and real estate development,
among other things. It has established a leading position in plateau railways,
high-speed railways, highways, bridges, tunnels and metropolitan railway
engineering design and construction fields in the industry. In China, CRCC
businesses cover the 31 provinces, autonomous regions, municipalities, the Hong
Kong and Macau Special Administrative Regions, as well as over 60 foreign
countries and regions in the world. CRCC was listed among the Fortune Global 500
companies, ranking No.252 in 2009, and was included among the Top 225 Global
Contractors, ranking No.4 in 2009. The shares of CRCC are listed on the Hong
Kong Stock Exchange and the Shanghai Stock Exchange, with a current market
capitalization of over US$16 billion. CRCC-Tongguan CRCC-Tongguan, incorporated in China on December 10, 2009, is
jointly owned by CRCC and Tongling. This is the first strategic partnership ever
set up between CRCC and Tongling to jointly develop their global mining
initiatives. Its businesses comprise mining investment, technical services of
mine development, logistics, trade of mineral products, machinery and equipment,
among others. "Ken Shannon" Kenneth R. Shannon For further information, please contact Mr. Dan Carriere,
Senior Vice-President, Certain statements contained in this News Release constitute
forward-looking statements within the meaning of the United States Private
Litigation Reform Act of 1995 and applicable Canadian securities legislation.
Forward-looking statements include among other things, statements regarding the
structure and timing of the proposed transaction. Forward-looking statements are
statements that are not historical facts and that are subject to a variety of
risks and uncertainties, which could cause actual events or results to differ
materially from those reflected in the forward-looking statements, including,
but not limited to, the risk that any condition to the purchasers obligations
under the Support Agreement will not be met or that the acquisition of the
Companys shares will not be completed for any other reason. Although these
forward-looking statements are based on the expectations of management as of the
date of this news release, we cannot guarantee future results, performance or
achievements.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
CORRIENTE RESOURCES INC.
(Translation of registrant's name
into English)
520 - 800 West Pender Street,
Vancouver, British Columbia, CANADA V6C 2V6
(Address of principal executive
offices)
Document
99.1
News Release Dated
December 28, 2009
For Immediate
Release
December
28, 2009
TSX: CTQ
NYSE AMEX: ETQ
CORRIENTE RESOURCES INC. FOR C$679 MILLION IN CASH
T (604) 687-0449 F (604) 687-0827 Email copper@corriente.com
Chief Executive Officer
at (604) 687-0449 or see our web site at
www.corriente.com
520 800 West Pender Street, Vancouver, B.C. V6C 2V6
T (604) 687-0449 F (604) 687-0827 Email copper@corriente.com
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CORRIENTE RESOURCES INC. | ||
(Registrant) | ||
Date: December 28, 2009 | ||
By: |
/s/ DARRYL F. JONES | |
Name: Darryl F. Jones | ||
Title: Chief Financial Officer | ||