Business
Gold Reserve's Board of Directors Rejects Rusoro Mining Ltd.'s Unsolicited Offer
Board Strongly Urges Shareholders Not to Tender Their Shares Into Rusoro's Inadequate Offer SPOKA...
About this update from Gold Reserve Ltd.
[{"type":"text","content":"\n\n\n\n Board Strongly Urges Shareholders Not to Tender Their Shares\n Into Rusoro's Inadequate Offer\n\n\nSPOKANE, WA, Dec. 30 /CNW/ - Gold Reserve Inc. (NYSE Alternext: GRZ)\n(TSX: GRZ) today announced that its Board of Directors unanimously voted to\nreject Rusoro Mining Ltd.'s ("Rusoro") (TSX-V: RML.V) unsolicited offer of\nDecember 15, 2008 (the "Offer") to acquire all of the outstanding shares and\nequity units of Gold Reserve in consideration for three shares of Rusoro for\neach Gold Reserve share tendered under the Offer. The Board also recommended\nthat Gold Reserve shareholders not tender their shares into the Rusoro Offer.\nBased on the closing price for the Rusoro Shares on the TSXV on December 29,\n2008, the last trading day before the date of the Board's recommendation, the\nimplied offer price of the Rusoro Offer was C$1.86 per Gold Reserve Class A\nShare. The basis for the Board's recommendation is set forth in the Directors'\nCircular filed today by Gold Reserve with SEDAR (the "Directors' Circular")\nand the related Schedule 14D-9 filed with the Securities and Exchange\nCommission ("SEC"), and will be available on Gold Reserve's website at\nwww.goldreserveinc.com.\n\n\nIn response to the Rusoro Offer, the Gold Reserve Board of Directors\nformed an Independent Committee of the Board to consider the terms of the\nOffer and its value to Gold Reserve shareholders. The Independent Committee,\ncomprised of James H. Coleman, Chairman of the Independent Committee, Jean\nCharles Potvin, Chris D. Mikkelsen and Patrick D. McChesney, carefully\nreviewed the terms of the Offer and reported to Gold Reserve's Board of\nDirectors. Based on that review, and after careful consideration with its\nindependent financial and legal advisors, Gold Reserve's Board unanimously\nrecommended that shareholders reject the Offer and not tender their Gold\nReserve shares into the Rusoro Offer.\n\n\n"Gold Reserve's Board of Directors believes that the Rusoro Offer is\nopportunistic, financially inadequate and significantly undervalues the\nCompany, its assets and their relative contribution to the proposed\ncombination," said Doug Belanger, President of Gold Reserve. "We believe that\nRusoro is attempting to acquire Gold Reserve's valuable assets - including the\nBrisas Project and our la...