Business
Endeavour to acquire Etruscan 45% minority interest with premium cash and share offer to own 100%
Endeavour to acquire Etruscan 45% minority interest with premium cash and share offer to own 100%
About this update from Endeavour Mining Plc
[{"type":"text","content":"\n\n\n\n Jun. 28, 2010 (Canada NewsWire Group) -- Etruscan Resources Inc. ("Etruscan", TSX:EET) and Endeavour Financial Corporation ("Endeavour", TSX:EDV) are pleased to announce that they have entered into a definitive arrangement agreement by which Endeavour will acquire all of the shares of Etruscan that Endeavour does not already own. Endeavour currently owns 55% of Etruscan and will acquire the remaining 45% of Etruscan via a court-approved plan of arrangement (the "Arrangement").\nUnder the Arrangement, Etruscan shareholders will receive total consideration of C$0.48 per Etruscan share comprised of C$0.26 in cash plus 0.0932 of an Endeavour share, representing a premium of 33% using the 20-day volume weighted average prices of Endeavour and Etruscan on the TSX for the 20 trading day period ending June 25, 2010.\nThe cash component of this transaction will utilize approximately C$43 million of Endeavour's US$100 million revolving Acquisition Facility announced on June 25, 2010.\n\n\n >\n\n\nThe boards of directors of both Etruscan and Endeavour have approved the transaction. GMP Securities L.P. is acting as financial advisor to Endeavour on this transaction. The Arrangement is a related party transaction under Multilateral Instrument 61-101 ("MI61-101"). Accordingly, the board of Etruscan struck an independent committee (the "Special Committee") of directors to review the Arrangement. The Special Committee retained Blake, Cassels & Graydon LLP as its independent legal advisors and Haywood Securities Inc. as its independent financial advisor. On the basis of advice received from its advisors and receipt of a formal valuation and fairness opinion from its independent financial advisor, the Special Committee has determined that the Arrangement is fair, from a financial point of view, and in the best interest of Etruscan's minority shareholders. Accordingly, the Special Committee and the non-Endeavour related members of the Etruscan board of directors unanimously recommend that Etruscan shareholders vote in favour of the Arrangement.\nGerald McConnell, Chairman of Etruscan and Chairman of the Special Committee that reviewed the Arrangement on behalf of the Etruscan board, commented, "This transaction gives Etruscan shareholders the opportunity to participate directly in End...