MONTREAL, QUEBEC, May 18, 2010 (Marketwire) -- Louvem Mines Inc. ("Louvem"') (TSX VENTURE:LOV) announces that it has entered into an Acquisition Agreement and an Amalgamation Agreement with Richmont Mines Inc. ("Richmont") pursuant to which Richmont, through an amalgamation, will acquire all of the issued and outstanding shares of Louvem not currently owned by Richmont. Richmont currently owns approximately 70% of the shares of Louvem. Pursuant of these agreements, Louvem and 9222-0383 Quebec Inc., a wholly-owned subsidiary of Richmont, will amalgamate under Part IA of the Companies Act (Quebec) and the shareholders of Louvem will ultimately receive one share of Richmont for each 5.4 shares of Louvem held by them (the "Amalgamation"). The amalgamation must be approved by the votes of the holders of a majority of the shares of Louvem excluding those held by Richmont, present in person or represented by proxy at the Louvem shareholders meeting (the "Minority Shareholders"). Richmont has entered into support agreements whereby certain Minority Shareholders, representing approximately 54% of the Louvem shares not already held by Richmont, have agreed to support the Amalgamation.
Louvem and Richmont previously announced Richmont's intention to acquire the shares it does not already own in Louvem in their joint press release issued March 31, 2010.
The meeting at which the shareholders of Louvem will be called upon to consider and vote on the Amalgamation will be an annual and special general meeting which will be held on June 18, 2010 at 10:00 a.m. (the "Meeting") at 1155 Rene-Levesque Boulevard West, 40th Floor, Montreal, Quebec. The record date for the Meeting is May 14, 2010.
The independent committee of Louvem's board that was established to consider the Amalgamation has received from KPMG LLP, a fairness opinion (the "Opinion") dated April 30th, 2010. The Opinion states that as of such date, the consideration to be paid pursuant to the Amalgamation is fair from a financial point of view for the Minority Shareholders. After having taken into consideration the Opinion and other factors, the independent committee recommended that the board of directors of Louvem approve the Amalgamation.
The Board of Directors of Louvem (other than Martin Rivard, a director and senior officer of both Louvem and Richmont and who was required to abstain), after receiving the recommendation of its independent committee, has approved the Amalgamation and in doing so has determined that the consideration offered under the Amalgamation is fair to the Minority Shareholders and that the Amalgamation is the best interest of Louvem and the Minority Shareholders. The Board of Directors recommends that the Minority Shareholders vote in favour of the Amalgamation at the Meeting.
The Amalgamation is subject to regulatory approval, and to the approval of the TSX Venture Exchange, the TSX and the NYSE Amex.
If approved by Louvem shareholders, Louvem expects the Transaction to be completed on or before June 30, 2010. There can be no assurance that the Transaction will be completed.
About Louvem Mines Inc.
Louvem has a 50% interest in the Beaufor Mine and owns other exploration properties located near Val-d'Or, in north-western Quebec, Canada. More information on Louvem Mines can be found on its website at: www.louvem.com.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.