Business
Wesdome and Moss Lake announce agreement for proposed acquisition by Wesdome of remaining 42.4% of Moss Lake
TORONTO , Jan. 24, 2014 /CNW/ - Wesdome Gold Mines Ltd. (" Wesdome ") (TSX:WDO) and Moss...
About this update from Wesdome Gold Mines Ltd.
[{"type":"text","content":"\n\n\nTORONTO, Jan. 24, 2014 /CNW/ - Wesdome Gold Mines Ltd. (\"Wesdome\") (TSX:WDO) and Moss Lake Gold Mines Ltd. (\"Moss Lake\") (TSXV:MOK) are pleased to announce that they have entered into a\n business combination agreement (the \"Agreement\"), pursuant to which Wesdome will acquire (the \"Transaction\") all of the issued and outstanding common shares of Moss Lake (the \"Moss Lake Shares\") that it does not already own. Wesdome currently owns 26,708,586 Moss\n Lake Shares, representing approximately 57.6% of the issued and\n outstanding Moss Lake Shares. The Transaction is subject to minority\n shareholder approval and to the other conditions set out below.\n\n\nPursuant to the terms of the Agreement, Moss Lake shareholders (the \"Moss Lake Shareholders\") (other than Wesdome) will receive one common share of Wesdome (a \"Wesdome Share\") for every 3.85 Moss Lake Shares held (the \"Exchange Ratio\").\n\n\nThe Transaction will be completed by way of a three-cornered\n amalgamation with a new subsidiary of Wesdome. Following completion of\n the Transaction, it is expected that Moss Lake will be a private\n company wholly-owned by Wesdome.\n\n\nBased on the currently issued and outstanding Moss Lake Shares as of the\n date of this announcement, there will be approximately 5,279,505\n Wesdome Shares issued to Moss Lake Shareholders as consideration for\n the Moss Lake Shares not already owned by Wesdome, representing\n approximately 5% of Wesdome's currently issued and outstanding shares\n on a non-diluted basis. Following completion of the Transaction, former\n Moss Lake Shareholders (other than Wesdome) will own approximately\n 4.75% of the issued and outstanding Wesdome Shares on a non-diluted\n basis, based on their current shareholdings in Moss Lake. Pursuant to\n the Agreement, it is also expected that all outstanding stock options\n of Moss Lake will be converted into options to acquire Wesdome Shares,\n with the number of Wesdome options and the exercise price thereof being\n calculated based on the Exchange Ratio.\n\n\nThe board of directors of Moss Lake (the \"Moss Lake Board\") formed a committee of independent directors (the \"Moss Lake Independent Committee\") to consider the Transaction. Based on the recommendation of the Moss\n Lake Independent Committee, directors at a meeting of the Moss Lake\n Board unanimousl...