Agnico-Eagle commences compulsory acquisition of remaining shares of Grayd Resource Corporation
November 22 2011 - 6:40PM
PR Newswire (Canada)
(All amounts expressed in Canadian dollars unless otherwise noted)
TORONTO, Nov. 22, 2011 /CNW/ - Agnico-Eagle Mines Limited
("Agnico-Eagle") & and Grayd Resource Corporation ("Grayd")
announced today that Agnico-Eagle has exercised its right under the
compulsory acquisition provisions in Section 300 of the Business
Corporations Act (British Columbia) to acquire all of the
outstanding common shares of Grayd (the "Shares") that it did not
acquire under its recently completed offer (the "Offer") to acquire
all of the issued and outstanding Shares, by mailing a notice of
compulsory acquisition (the "Notice of Compulsory Acquisition") to
all remaining holders of Shares. The compulsory acquisition is
expected to be completed on January 23, 2012. To elect to receive
consideration per Share of either $2.80 in cash or 0.04039 of an
Agnico-Eagle share and $0.05 in cash, in each case subject to pro
ration and rounding, Grayd shareholders should complete the letter
of transmittal accompanying the Notice of Compulsory Acquisition
and deliver it with the certificate(s) representing such
shareholder's Shares to Computershare Trust Company of Canada
("Computershare") prior to 5:00 p.m. on January 23, 2012. Questions
and requests for assistance, including requests for additional
copies of the Notice of Compulsory Acquisition and related letter
of transmittal, may be directed to Computershare at 1-800-564-6253
corporateactions@computershare.com. Agnico-Eagle also announced
today that, under the pro ration provisions of the Offer, Grayd
shareholders who elected the cash alternative under the Offer will
receive $1.89 in cash and 0.01342 of an Agnico-Eagle share for each
Share deposited and those who elected the share alternative under
the Offer will receive $0.05 in cash and 0.04039 of an Agnico-Eagle
share for each Share deposited, in each case subject to rounding
for fractional shares. The aggregate cash consideration to be
paid by Agnico-Eagle for the Shares tendered to the Offer is
approximately $170 million and the aggregate number of
Agnico-Eagle shares to be issued is approximately 1.25 million
Agnico-Eagle shares. Upon completion of the compulsory acquisition,
Agnico-Eagle intends to take the necessary steps to delist the
Shares from the TSX Venture Exchange and to have Grayd cease to be
a reporting issuer under Canadian securities laws. Grayd intends to
apply to the British Columbia Securities Commission to request an
exemption from certain continuous disclosure obligations pending
the completion of the compulsory acquisition, including the
requirement to prepare, file and mail to Grayd shareholders Grayd's
annual and interim financial statements and related materials.
About Agnico-Eagle Agnico-Eagle is a long established, Canadian
headquartered gold producer with operations located in Canada,
Finland and Mexico and exploration and/or development activities in
Canada, Finland, Mexico and the United States. Agnico-Eagle has
full exposure to higher gold prices consistent with its policy of
no forward gold sales and maintains a corporate strategy based on
increasing shareholders' exposure to gold on a per share basis. It
has paid a cash dividend for 29 consecutive years. Agnico-Eagle's
head office is located at 145 King Street East, Suite 400, Toronto,
Ontario M5C 2Y7. About Grayd Grayd is a growth-oriented junior
natural resource company focused primarily on exploring and
developing a large land position in Mexico which is highly
prospective for gold and silver mineralization. U.S. Shareholders
This news release does not constitute an offer to purchase or sell
or a solicitation of an offer to sell or purchase shares of Grayd
or Agnico-Eagle made to any person in the United States of America,
its possessions and other areas subject to its jurisdiction or to,
or for the account or benefit of, a U.S. person (as defined in
Regulation S under the United States Securities Act of 1933, as
amended). On October 13, 2011, Agnico-Eagle filed with the United
States Securities and Exchange Commission (the "SEC") a
Registration Statement on Form F-80, which includes the Offer and
take-over bid circular and other Offer documents; on October 21,
2011, Agnico-Eagle filed with the SEC an amendment to the Form F-80
containing the notice of change and variation; and on November 22,
2011, Agnico-Eagle filed with the SEC a further amendment to the
Form F-80 containing the Notice of Compulsory Acquisition.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DISCLOSURE
DOCUMENTS FILED BY AGNICO-EAGLE FROM TIME TO TIME WITH THE SEC
REGARDING THE PROPOSED TRANSACTION BECAUSE THEY CONTAIN IMPORTANT
INFORMATION. The Offer and take-over bid circular, as well as the
notice of change and variation relating thereto, have been sent to
shareholders of Grayd. The Notice of Compulsory Acquisition has
been sent to the remaining shareholders of Grayd. Investors may
also obtain a free copy of the Offer documents filed by
Agnico-Eagle from time to time with the SEC at the SEC's website at
www.sec.gov. INVESTORS AND SECURITY HOLDERS SHOULD READ THE OFFER
DOCUMENTS CAREFULLY BEFORE MAKING A DECISION CONCERNING THE OFFER.
Forward-looking statements The information in this news release has
been prepared as at November 18, 2011. Certain statements contained
in this news release constitute "forward-looking statements" within
the meaning of the United States Private Securities Litigation
Reform Act of 1995 and "forward looking information" under the
provisions of Canadian provincial securities laws and are referred
to herein as "forward-looking statements". When used in this
document, words such as "will", "expects" and "intends" and similar
expressions are intended to identify forward-looking statements or
information. Such statements and information include, without
limitation, statements regarding the acquisition by Agnico-Eagle of
Shares not deposited prior to the expiry of the Offer pursuant to a
compulsory acquisition transaction, the anticipated timing for the
completion of the compulsory acquisition transaction and Grayd's
intention to apply for relief from the requirements to file its
annual and interim financial statements and related materials.
These forward-looking statements are subject to numerous risks,
uncertainties and assumptions, certain of which are beyond the
control of Grayd and/or Agnico-Eagle. Agnico-Eagle and Grayd
disclaim any intention or obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise except as required by applicable
securities laws. Neither the TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts any responsibility
for the adequacy or accuracy of this release. Agnico-Eagle Mines
Limited CONTACT: For further information regarding Agnico-Eagle,
contact InvestorRelations at info@agnico-eagle.com or call (416)
947-1212.For further information regarding Grayd, contact Marc A.
Prefontaine,President and CEO of Grayd or Daniel G. McIntyre,
Manager CorporateCommunications of Grayd at (604) 681-7446 or visit
Grayd's websiteat www.grayd.com.
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