Business
Kinross announces friendly combination with Aurelian
Aurelian shareholders receive 63% premium Kinross to acquire major growth asset Kinross committed...
About this update from Tesoro Minerals Corp.
[{"type":"text","content":"\n\n\n\nAurelian shareholders receive 63% premium\n\n\nKinross to acquire major growth asset\n\n\nKinross committed to continue responsible development in Ecuador\n\n\nTORONTO, July 24 /CNW/ - Kinross Gold Corporation (TSX:K; NYSE:KGC) and\nAurelian Resources Inc. (TSX:ARU) announced today that their respective Boards\nof Directors have approved a business combination by way of a friendly offer\nby Kinross to acquire 100% of the outstanding common shares of Aurelian, and\nthat they have signed a Support Agreement pursuant to which Aurelian's Board\nof Directors has unanimously agreed to support the Kinross offer. The total\nvalue of the offer is approximately $1.2 billion.\n\n\nHighlights of the Transaction\n\n- For each Aurelian common share, Kinross will offer 0.317 of a Kinross\n common share, plus 0.1429 of a warrant, with each warrant entitling\n the holder to acquire one Kinross common share. The Kinross warrants\n have an exercise price of $32.00 per Kinross common share and will\n expire five years after the date on which Kinross first pays for\n Aurelian common shares tendered to the offer. Kinross expects to issue\n approximately 47 million common shares pursuant to the transaction\n (assuming exercise of all in-the-money Aurelian options and excluding\n any shares issuable upon exercise of the Kinross warrants),\n representing approximately 8% of Kinross' current outstanding common\n shares.\n\n- Based on the preceding 20-day volume-weighted average price of\n Kinross' common shares on the TSX (and assuming a value of $0.92 per\n fractional warrant), the value of the offer is $8.20 per Aurelian\n common share, which represents a premium of approximately 63% over\n the preceding 20-day volume-weighted average price of Aurelian common\n shares.\n\n- The Board of Directors of Aurelian, after receiving the recommendation\n of a special committee of independent directors created by Aurelian\n to oversee the transaction process, has unanimously determined that\n the Kinross offer is in the best interests of Aurelian's shareholders,\n and unanimously recommends that the Aurelian shareholders tender their\n common shares to the offer. The directors and senior officers of\n Aurelian have entered into lock-up agreements with Kinross and have\n agreed to tender all of their Aurelian common shares to the offer.\n\n- BMO Capital M...