Dec 31 2013
Animas Resources Ltd. announces that, as previously announced by GoGold Resources Inc. ("GoGold") in its press release of today's date, GoGold intends to make an offer to acquire all of the outstanding common shares and warrants of the Company for $0.15 per common share.
Mark T. Brown, CA, Director, President & CEO, commented that: "Significant shareholders of Animas have informed the Company that they have entered into agreements to support the offer by GoGold. The Board of Animas has also unanimously agreed to support the GoGold offer and advises shareholders to reject the Marlin Gold offer which was for $0.10 per share as announced on December 23, 2013."
GoGold's Proposed Offer
Pursuant to the proposed GoGold offer, Animas shareholders will be entitled to receive $0.07 in cash and 0.0851 of a GoGold common share for each Animas common share validly tendered to the proposed offer. Based on the closing prices of GoGold and the Company on December 24, 2013, the transaction values each Animas Common Share at $0.15 and represents a premium of approximately 87.5% to Animas shareholders. Based on the 20-day volume-weighted average share prices of both companies the premium to Animas shareholders is 142%. In addition, GoGold intends to acquire all of the Animas warrants. GoGold intends to offer one GoGold common share for each $0.94 of in-the-money value of the Animas warrants, rounded down the nearest whole GoGold Share.
58.7% of Animas Shareholders Sign Lock Up Agreements
In connection with the proposed offer, Animas has been advised that GoGold has entered into "hard" lock-up agreements with certain Animas shareholders owning 42,054,130 Animas common shares, or approximately 58.7% of the Animas issued and outstanding common shares (approximately 60.7% fully diluted), pursuant to which such shareholders have agreed to tender their common shares to the proposed takeover bid by GoGold.
In connection with the proposed offer and the entering into lock-up agreements, GoGold has deposited $1,000,000 in escrow with an escrow agent. Under the terms of the escrow, the escrow agent will pay to the Company $1,000,000 if GoGold does not mail the take-over bid circular and related documents by January 28, 2014 (subject to extension in certain limited circumstances) or if GoGold does not take-up and pay for the securities of Animas deposited under the offer by April 30, 2014, in each case provided that the locked-up shareholders are at all times in compliance with their obligations under the lock-up agreements and the Company's board of directors have unanimously recommended that Animas shareholders accept the GoGold offer and such recommendation shall not have been withdrawn, changed, modified or qualified in a manner adverse to GoGold.
The Board of Directors of Animas, on a preliminary basis, is unanimously supporting the proposed offer by GoGold and propose that, subject to receipt of the final offer, they will be recommending that all of the shareholders of Animas tender their shares to the proposed offer, once formally made by GoGold.
Animas Board Recommends Shareholders reject Marlin Gold Offer
The Board of Directors is also recommending that all shareholders reject the offer made by Marlin Gold on December 23rd as it is inferior to the proposed offer to be made by GoGold. The Board of Directors will be preparing and sending to all shareholders a Directors Circular within the time frames prescribed by securities legislation recommending that shareholders reject the Marlin Gold offer. Shareholders should take no further action with respect to the Marlin offer and should contact the Company if they have taken any action to tender their shares to the Marlin Gold takeover bid.
The Board has also formally waived the application of the Company's shareholders' rights plan both in connection with the Marlin Gold offer and for the proposed offer to be made by GoGold.
Source: http://www.animasresources.com