|Another junior gold takeover. AVR.T|
Avion agrees to acquisition by Endeavour
2012-08-07 18:00 ET - News Release
Mr. John Begeman reports
AVION GOLD CORPORATION ANNOUNCES ACQUISITION BY ENDEAVOUR MINING CORPORATION AND A US$20,000,000 EXCHANGEABLE DEBT FINANCING
Avion Gold Corp. has entered into a definitive arrangement agreement with Endeavour Mining Corp., pursuant to which Endeavour has agreed to acquire all of the issued and outstanding common shares of Avion by way of a statutory plan of arrangement under the Business Corporations Act (Ontario).
Under the terms of the arrangement agreement, each Avion shareholder will receive 0.365 of an ordinary share of Endeavour for each Avion share held. Each shareholder of Avion who is a Canadian resident may elect for tax purposes to receive Avion exchangeable preferred shares on the basis of the exchange ratio. Each exchangeable share will be exchangeable for one ordinary shares of Endeavour at the option of the holder.
Based on the closing price of the Endeavour shares on the Toronto Stock Exchange of $2.40 on Aug. 7, 2012, the last trading day prior to the announcement of the arrangement, the share consideration represents a 56.4-per-cent premium to the closing price of Avion shares and a 70-per-cent premium over the volume-weighted average trading price of the Avion shares on the Toronto Stock Exchange for the last 20 trading days, on a VWAP to VWAP basis. On a pro forma basis, Avion's shareholders are expected to hold approximately 39.8 per cent of Endeavour on completion of the arrangement.
John Begeman, president, chief executive officer and director of Avion, states: "We are very pleased with the proposed transaction as it provides our shareholders with a substantial premium and meaningful ownership in a stronger combined west African-focused mining company with the financial resources to withstand a protracted lull in the capital markets. We believe this transaction to be mutually beneficial to both parties and strategically positions the new company well for future value creation. I look forward to my new role as a director of the new, stronger company."
Benefits of the arrangement to Avion shareholders:
Provides Avion shareholders with an immediate and attractive premium to the current Avion share price;Creates a well-positioned multimine gold producer focused on west Africa with a diversified production base from three producing mines and a strong development profile;The pro forma company very well financed with available liquidity and strong operating cash flow sufficient to meet the company's foreseeable capital needs;Avion shareholders retaining a meaningful ownership stake in the new company providing leverage to the exploration and development successes at Hounde and the resolution of political issues within Mali, in addition to Endeavour's development prospects, including the building of the Agbaou gold mine located in Cote d'Ivoire;The combined company's 2012 production guidance of 282,000 to 304,000 ounces gold with diversified production and cash flow from mines located in major gold-producing regions solidifying the company's status as one of the growth leaders in west Africa;Strengthened management and operations teams with presence focused in geologically attractive regions of west Africa and record of building and operating mines;Compelling revaluation opportunity based on an attractive market valuation, strong combined asset portfolio, better near-term liquidity and an enhanced capital markets profile.
The completion of the arrangement is subject to customary conditions, including receipt of all necessary court, shareholder and regulatory approvals. The arrangement agreement includes customary representations and warranties of each party, non-solicitation covenants by Avion, right-to-match provisions in favour of Endeavour in the event of a superior proposal (as defined in the arrangement agreement), and the payment by Avion to Endeavour of a termination fee in the amount of $11.5-million, should the arrangement agreement be terminated in certain circumstances.
The arrangement is subject to the approval of 66-2/3 per cent of the votes cast at a special meeting of Avion's shareholders to approve the arrangement that is expected to occur on or about Oct. 12, 2012. An information circular regarding the arrangement will be filed with regulatory authorities and mailed to Avion's shareholders in accordance with applicable securities laws. The record date for the special meeting of the Avion's shareholders will be announced in the near future.
The issue of the Endeavour ordinary shares pursuant to the arrangement must be approved by a simple majority of the shareholders of Endeavour at a special meeting of Endeavour shareholders. The Endeavour meeting is expected to occur on the same date as the Avion meeting.
The board of directors of the combined company will draw from the expertise of both companies. Mr. Begeman and another member of the current Avion board will be joining Endeavour's board.
Avion and Endeavour have also entered into a loan agreement, whereby Endeavour is providing a $20-million (U.S.) exchangeable loan to Avion Resources (Mali) Ltd., a wholly owned subsidiary of Avion. The loan is for an initial term of six months and bears interest at the rate of London interbank offered rate plus 6 per cent. Pursuant to the terms of the loan agreement, Avion has agreed to guarantee the loan, which is secured against the common shares in the capital of the borrower and Avion Mali Ltd., another wholly owned subsidiary of Avion.
The loan is exchangeable at the option of Endeavour, at any time subsequent to the advance of the loan, into Avion shares at an exchange price of 43.23 U.S. cents per Avion share. In certain circumstances, Avion will have the option to exchange the loan for Avion shares on the initial maturity date at the lower of the agreed conversion price of 43.23 U.S. cents per Avion share and the five-day VWAP of the Avion shares on the Toronto Stock Exchange as at the close of trading on the date immediately preceding the initial maturity date. Endeavour will, in turn, have the right to elect not to allow the conversion of the loan at that time but instead to have the loan remain outstanding for an additional six months on the same terms, subject to Endeavour retaining the option to convert at any time at the lower of the agreed-upon conversion price of 43.23 U.S. cents per share and the five-day VWAP of the Avion shares on the TSX as at the close of trading on the date immediately preceding the initial repayment date. The exchangeability features of the loan are subject to the approval of the TSX. If the approval of the TSX to these exchangeability features is not obtained, the loan will bear interest at the rate of London interbank offered rate plus 12 per cent.
The proceeds of the loan will be used to finance capital expenditures for Avion's Tabakoto mine and for general corporate purposes.
Board and special committee approval
The board of directors of Avion formed a special committee composed of Bruce Humphrey, Pierre Pettigrew, PC, and Bernie Wilson to consider the proposed arrangement. The special committee, based in part on a fairness opinion from National Bank Financial Inc. that the consideration offered in the arrangement is fair to the holders of Avion shares from a financial point of view, has unanimously determined that the completion of the arrangement is in the best interests of Avion. The special committee unanimously recommended that the board of directors approve the arrangement and recommend that shareholders of Avion vote in favour of the arrangement.
Based in part on the recommendation of the special committee and on a fairness opinion from GMP Securities LP that the consideration offered in the arrangement is fair to the holders of Avion shares from a financial point of view, the board of directors of Avion determined that the arrangement is in the best interests of Avion and Avion's shareholders. The board recommends that Avion's shareholders vote to approve the arrangement at the Avion meeting.
Voting support agreements
All of Avion's officers and directors and certain other shareholders of Avion, holding, in the aggregate, 1.1 per cent of the issued and outstanding Avion shares, have entered into support agreements with Endeavour to vote in favour of the arrangement, not to solicit other transactions and otherwise to support the arrangement, subject to certain permitted exceptions.
Avion's financial adviser for the arrangement is GMP Securities, and its legal adviser is Cassels, Brock & Blackwell LLP. The special committee retained National Bank Financial as its financial adviser. Fraser, Milner Casgrain LLP acted as counsel to the special committee.
Kingsdale Shareholder Services Inc. has been retained to act as proxy solicitation and information agent in connection with the arrangement. Avion shareholders with questions about the arrangement may contact Kingsdale toll-free at 1-866-229-8214 . Outside of North America, please dial 416-872-2272 , or e-mail at firstname.lastname@example.org.