Post by
maya123ca on Jul 04, 2013 1:56pm
More from the Circular
I should have highlighted this in the previous post. The Board may not have made a recommendation but this comes pretty close:
Tendering Oromin Shares to the Teranga Offer before the Special Committee and its advisors have had an opportunity to explore available strategic alternatives may preclude the emergence of a superior offer from Teranga or an alternative transaction.
There appear to some ambiguities and possible contradictions in what follows:
"The Board of Directors further notes that the OJVG Shareholders Agreement also provides, among other things, that:
-Bendon and Badr have the ability to remove Sabodala as operator of the OJVG Gold Project;
-no party shall have any obligation to mill, beneficiate or otherwise treat any minerals or any other party’s share of minerals in any facility owned or controlled by such party;
-each party shall be entitled to use, dispose of or otherwise deal with its share of minerals as it sees fit;
- any decision with respect to a work program or production decision requires the agreement of Bendon.
Uncertainty Regarding 25% Back-in Right
It is a condition to the Teranga Offer that the Government of Sénégal waive the right for Sénégalese nationals to acquire up to a 25% interest in SOMIGOL (the “Back-in Right”). As disclosed in the Teranga Circular, the Government of Sénégal did not agree to waive the Back-in Right in December 2011 when Teranga, Oromin, Bendon and Badr were previously negotiating a transaction. Now 18 months later, the Government of Sénégal has still not waived the Back-in Right. Following discussions between OJVG and the Government of Sénégal, Oromin understands that the Government of Sénégal intends to advise OJVG as to whether the Back-in Right will be exercised on or about July 9, 2013. In the event that the Back-in Right is not exercised by that date, it is the view of Oromin that the Back-in Right will have terminated. There is a risk that the Government of Sénégal will not indicate its intention in respect of the Back-in right in a timely fashion. There is a further risk that the Government of Sénégal does not agree with Oromin’s view that the Back-in Right will terminate on July 9, 2013 if it is not exercised by that date. Due to the uncertainty described above, the condition of the Teranga Offer in relation to the Back-in Right may not be capable of being satisfied in a timely fashion or at all."