IAMGOLD announces regulatory approval in France for cash bid for EURO Ressources and opening of simplified tender offer
TORONTO, Nov. 16, 2015 /PRNewswire/ - IAMGOLD Corporation ("IAMGOLD" or the "Company"), announced today the opening of its simplified public tender offer (the "Offer") to acquire all of the outstanding common shares of EURO Ressources S.A. ("EURO") that the Company does not already own for cash consideration of €2.84 per share, declared compliant by the French Market Authority (Autorité des Marchés Financiers ("AMF")) on November 12th, 2015.
The Offer price represents a significant premium of 32.1% based on the three (3) month volume-weighted average price and 31.5% based on the closing price on October 23rd, 2015, the day prior to the announcement of the filing of the draft Offer for AMF review. Furthermore, the Offer price represents a premium of 60.0% to the Discounted Cash Flow valuation (central case) of EURO as estimated by the presenting bank as its primary valuation method, and approved by the AMF, and as described in the Information Note available on the AMF (www.amf-france.org) and IAMGOLD (www.iamgold.com) websites.
This all cash tender Offer received unanimous support from the EURO board of directors who recommends that the EURO shareholders tender their shares to the Offer.
The Offer will be open for a period of 20 trading days starting from November 16th, 2015 to December 11th, 2015 inclusive. If upon completion of the Offer IAMGOLD holds more than 95% of EURO's capital and voting rights, IAMGOLD intends to immediately proceed to acquiring the remaining outstanding shares pursuant to a mandatory squeeze-out procedure in accordance with French law and at consideration equal to that available during the Offer period. If the threshold for a mandatory squeeze-out is not met upon closing of the Offer, IAMGOLD does not intend to file a new Offer at a price exceeding €2.84 per share of EURO and reserves the right to commence proceedings to delist EURO from Euronext Paris.
"The value proposition for shareholders of EURO to realize an immediate premium in cash is compelling in this volatile gold price environment and given the defined life of the Rosebel Royalty," commented Ian Smith, independent director and Chairman of the EURO Special Committee. "The Special Committee relied on the opinion of the independent expert that the price offered is fair and therefore recommends that EURO shareholders take advantage of this unique opportunity that IAMGOLD has presented to them."
"We are pleased that the AMF has approved our Offer and we expect EURO shareholders will recognize that in the current environment, where the longevity of many operating assets is under threat, our Offer provides them with an unique opportunity to crystalize an above average return and liquidity to reinvest their cash proceeds" commented President and CEO of IAMGOLD Steve Letwin. "This transaction will simplify the ownership structure of the Rosebel Gold Mine and result in a reduction of costs built into that structure."
So far, since submission of the draft Offer to the AMF on October 26th, 2015, a number of EURO shareholders have already decided, as permitted under French law, to sell their shares, which has allowed IAMGOLD to increase its ownership of EURO to 87.70%. If all of the remaining shares are acquired, the total consideration payable to EURO shareholders will be c. €22 million. As allowed for under French law, IAMGOLD will reimburse trading fees, up to a maximum as outlined in the Offer document, incurred by EURO shareholders who tender their shares during the now open Offer period.
The Offer document ("note d'information") is available on the IAMGOLD website (www.iamgold.com), on the AMF website (www.amf-france.org) and under IAMGOLD's profile on SEDAR (www.sedar.com). The IAMGOLD website does not constitute a part of, and is not incorporated by reference into, the Offer document or any of the other mentioned documents.
IAMGOLD has appointed Société Générale as its financial advisor and presenting bank for the Offer and Norton Rose Fulbright as its legal advisor.
EURO shareholders are urged to read the Offer document ("note d'information") because it contains important information about the Offer, EURO and IAMGOLD. EURO shareholders are advised to seek independent advice where appropriate in order to reach a reasoned judgment in respect of the Offer and the content of the Offer document. In addition, EURO shareholders may wish to consult with their tax advisors regarding the tax consequences of tendering their EURO securities under the Offer.
This news release was prepared for information purpose only. It does not constitute and should not be construed as a public offer to buy, or the solicitation of an offer to sell, EURO's securities. The Offer, which was cleared by the AMF, is made solely on the basis of the offer document approved by the AMF and which is available on the AMF website (www.amf-france.org). In accordance with French law, the documentation relating to the Offer which has been filed with the AMF includes the terms and conditions of the Offer. The Offer document has not been filed with, or recognized by, the authorities of any jurisdiction other than the France. The Offer is made pursuant to French securities laws and will be exempt from take-over bid requirements of Canadian securities laws.
The Offer referred to herein will not be made or directed to, nor will deposits of EURO shares be accepted from or on behalf of, shareholders in any jurisdiction in which the making or acceptance of such Offer would not be in compliance with the laws of such jurisdiction. Persons obtaining the Offer document are required to take due note of, and to observe, all such restrictions and obtain any necessary authorizations, approvals or consents (to the extent applicable). Persons in any doubt as to their eligibility to participate in the Offer should consult their professional advisers immediately. Outside of France, no actions have been taken (nor will actions be taken) to make the Offer possible in any jurisdiction where such actions would be required. Any person (including, without limitation, custodians, nominees and trustees) who forwards or intends to forward the Offer document or any related document to any jurisdiction outside the France should carefully read the Offer document before taking any action. The release, publication or distribution of the Offer document and any documentation regarding the Offer in jurisdictions other than the France may be restricted by law and therefore persons into whose possession the Offer document comes should inform themselves about and observe such restrictions.
The Offer is made in the United States in accordance with the applicable requirements of the AMF in France. Accordingly, the Offer is subject to disclosure and other procedural requirements, including but not limited to offer timetable, settlement procedures and timing of payments, that are different from those of the United States applicable to tender offers for securities of an SEC reporting company.
About EURO
EURO is a French company whose principal asset is a gold production royalty from the Rosebel Gold Mine in Suriname (the "Rosebel Royalty"). The Rosebel Gold Mine is 95% owned and operated by IAMGOLD. EURO receives quarterly royalty payments from IAMGOLD. The Rosebel Royalty applies to the first seven million ounces of gold produced from the Rosebel Gold Mine and is calculated on the basis of gold production at the Rosebel Gold Mine and the market price of gold based on the London PM fixing price. The Rosebel Gold Mine has produced 3.9 million ounces of gold since production commenced and 3.1 million ounces of gold remain under the Rosebel Royalty contract (as at 30 June 2015). The Rosebel Royalty is calculated based on 10% of the excess gold market price above US$300 per ounce for soft and transitional or, and above US$350 per ounce for hard rock ore, and, in each case, after deducting a fixed royalty of 2% of production paid in-kind to the Government of Suriname.
About IAMGOLD
IAMGOLD (www.iamgold.com) is a mid-tier mining company with four operating gold mines on three continents. A solid base of strategic assets in North and South America and West Africa is complemented by development and exploration projects and continued assessment of accretive acquisition opportunities. IAMGOLD is in a strong financial position with extensive management and operational expertise. Among its operating mines is the Rosebel Gold mine located in Suriname.
Please note:
This entire news release may be accessed via fax, e-mail, IAMGOLD's website at www.iamgold.com and through CNW Group's website at www.newswire.ca. All material information on IAMGOLD can be found at www.sedar.com or at www.sec.gov.
Si vous désirez obtenir la version française de ce communiqué, veuillez consulter http://www.iamgold.com/French/accueil/default.aspx.
SOURCE IAMGOLD Corporation
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