January 23, 2014
Trading Symbol: TSX: GGD
Shares Issued: 132,981,894
GoGold Resources, Animas mail takeover circulars
2014-01-23 11:45 ET - News Release
Also News Release (C-ANI) Animas Resources Ltd
An anonymous director of GoGold reports
GOGOLD AND ANIMAS ANNOUNCE MAILING OF GOGOLD OFFER AND TAKE-OVER BID CIRCULAR AND ANIMAS DIRECTORS' CIRCULAR
GoGold Resources Inc. and Animas Resources Ltd. have mailed to Animas securityholders of GoGold's takeover bid circular and Animas's directors' circular in connection with the takeover bid by GoGold for all of Animas's outstanding common shares and share purchase warrants.
Animas board recommends securityholders accept the GoGold offer
The board of directors of Animas has unanimously recommended that holders of Animas shares and holders of Animas warrants deposit their Animas shares and Animas warrants to the offer. The board has also recommended that securityholders reject the unsolicited offer made by Marlin Gold Mining Ltd. on Dec. 23, 2013, as it is inferior to the offer, and shareholders holding approximately 63.7 per cent of the issued and outstanding Animas shares (approximately 66.9 per cent on a fully diluted basis) have agreed to deposit or cause to be deposited their Animas shares to the offer.
Both the Animas and GoGold board of directors request securityholders to accept this offer by completing and duly executing the letter of acceptance and transmittal (printed on blue paper) included in the mailing package as soon as possible.
Pursuant to the offer, holders of Animas shares will receive seven cents in cash and 0.0851 of a common share of GoGold for each Animas share (for a deemed offer price of 15 cents for each Animas share based on the closing price of GoGold shares on Dec. 27, 2013), and one GoGold share for each 94 cents of cumulative in-the-money value of Animas warrants, calculated using the offer price, rounded down to the nearest whole GoGold share.
The offer price represents a premium of approximately:
- 50 per cent over the consideration offered by Marlin, pursuant to the Marlin offer;
- 275 per cent over the closing price of the Animas shares on the TSX Venture Exchange on Dec. 6, 2013, and 289 per cent over the 20-day volume-weighted average closing price of the Animas shares as at Dec. 6, 2013;
- 88 per cent over the closing price of the Animas shares on the TSX-V on Dec. 27, 2013, and 138 per cent over the 20-day volume-weighted average closing price of the Animas shares as at Dec. 27, 2013.
Holders of 66.9 per cent of Animas shares locked up
In connection with the offer, GoGold has entered into hard lock-up agreements with certain Animas shareholders owning 45,625,330 Animas shares, or approximately 63.7 per cent of the Animas shares (approximately 66.9 per cent fully diluted), pursuant to which such shareholders have agreed to tender their Animas shares to a takeover bid by GoGold.
Under the lock-up agreements, the locked-up shareholders are precluded from tendering or voting any of their Animas shares in favour of any other acquisition proposal relating to Animas and in certain circumstances are required to vote against other acquisition proposals or actions which might prevent, delay or interfere with GoGold's offer.
Benefits of the offer
For securityholders, in addition to the above-noted significant premiums, the proposed offer will represent:
- Continuing participation in the exploration and development of the Santa Gertrudis project;
- Enhanced liquidity for securityholders in the form of cash and GoGold shares;
- An opportunity to participate in the upside of GoGold's Parral mine, which is expected to start production in 2014;
- An opportunity to enhance and accelerate development of the Santa Gertrudis project through a dedicated team with a proven record in Mexico;
- A strengthened balance sheet to support growth strategies.
Important information for securityholders
Securityholders that wish to accept the offer should take two important steps:
- If the securityholder is a holder of Animas shares and has deposited such Animas shares to the Marlin offer, withdraw such Animas shares in accordance with the procedures described in the Marlin offer;
- Accept the offer by completing and duly executing the accompanying letter of acceptance and transmittal (printed on blue paper) in accordance with the instructions set forth therein and depositing the completed letter of acceptance and transmittal, together with the certificates representing the Animas shares and/or Animas warrants being deposited, and all other documents required by the letter of acceptance and transmittal, at one of the offices of Computershare Investor Services Inc. specified in the letter of acceptance and transmittal prior to and in any event not later than the expiry time.
Alternatively, securityholders with Animas shares and Animas warrants that are registered in the name of CDS may accept the offer by following the procedures for book-entry transfer of Animas shares and Animas warrants set forth in the takeover bid circular. Securityholders with certificates for Animas shares and Animas warrants that are not immediately available may follow the procedures for guaranteed delivery set forth in the takeover bid circular, using the accompanying notice of guaranteed delivery (printed on pink paper).
About the offer
Full details of the offer are included in the takeover bid circular mailed today to Animas securityholders. The offer will expire at 7 p.m. ET on Feb. 28, 2014, unless otherwise extended or withdrawn. The offer is conditional on, among other things: there being validly deposited under the offer and not withdrawn at the expiry time such number of Animas shares and Animas warrants that constitute at least 66 per cent of the issued and outstanding Animas shares (calculated on a fully diluted basis) at the expiry time; the shareholder rights plan of Animas being waived, invalidated or cease traded, and no shareholder rights plan or similar plan of Animas in force or existence; none of the lock-up agreements having been terminated in accordance with their terms; the receipt of all necessary regulatory approvals and third party consents; that GoGold shall have determined in its reasonable judgment that there shall not have occurred any change (or any condition, event, circumstance or development involving a prospective change) in the business, assets, operations, capitalization, condition (financial or otherwise), prospects, results of operations, cash flows or liability of Animas, or its affiliated entities that is or may be materially adverse to Animas or any of its affiliated entities, or to the value of the Animas shares or the Animas warrants to GoGold; and there being no untrue statements or omissions in Animas's public disclosure. Once the 66-per-cent acceptance level is met, GoGold intends, but is not required to, take steps to acquire all of the outstanding Animas shares and other convertible securities or rights to acquire Animas shares.
The board of directors of Animas has also formally waived the application of Animas's shareholder rights plan in connection with the GoGold offer.
GoGold's special counsel for the offer is Fasken Martineau DuMoulin LLP and its corporate counsel is JESSOMELAW. Animas's counsel is McCullough O'Connor Irwin LLP.