Premier Gold Management Information CircularOn December 16, 2020 at 6:05AM Eastern Time, Equinox Gold Announces Friendly Acquisition of Premier Gold Mines. For those that are not familiar, Premier Gold Mines owned the Greenstone Mine that is just 66km to the East of LME's Ishkoday Property.
Let's take a look at the events that lead to this deal.
News Release Announcing the deal:
Link to News Release Management Information Circular for Premier Gold Shareholders:
Link to Management Information Circular The Management Information Circular is an 800+ page doc. But here are some key sections to understand how the deal came to be.
Page 57 of the PDF (which is actually Page 43 if you are going by the page number on the actual doc)
PART 7. THE ARRANGEMENT
Background of the Arrangement On October 16, 2020, the Premier Board held a meeting to discuss the proposed spin-out of the Nevada assets, to receive an update on the Equinox Gold transaction including the site visit to Equinox Gold's Mesquite mine, and to receive an update on the transaction with Centerra. Premier Management, legal counsel and CIBC were also in attendance at this meeting at the invitation of the Premier Board. At this meeting, and following receipt of the update on results of the technical and legal due diligence investigations of Equinox Gold, the Premier Board determined to appoint the Special Committee, consisting of three independent directors, Eva Bellissimo, John Seaman and Mike Vitton, with a mandate to assess and examine the proposed business combination with Equinox Gold. The Special Committee was also vested with the authority to engage and retain professional advisors, including a financial advisor to review the proposed transaction and render an independent fairness opinion to the Special Committee. The formal mandate of the Special Committee was approved by written resolution of the Premier Board.
The Special Committee met later in the day on October 16, 2020 in connection with the process of reviewing and selecting an independent financial advisor to the Special Committee. The Special Committee subsequently engaged RBC as financial advisor on October 27, 2020.
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On December 15, 2020, the Special Committee received the oral opinion of RBC and the Premier Board received the oral opinion of CIBC, to the effect that, as of the date of the RBC Fairness Opinion and the CIBC Fairness Opinion, respectively, and subject to the respective assumptions, limitations and qualifications set out therein, the Equinox Gold Share Consideration to be received by the Premier Shareholders pursuant to the Arrangement, is fair, from a financial point of view, to the Premier Shareholders. The oral opinions were subsequently confirmed by delivery of the written Fairness Opinions. The Special Committee and the Premier Board reviewed and accepted the RBC Fairness Opinion and the CIBC Fairness Opinion, respectively.
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In the hours following the December 15, 2020 Meeting, representatives of Equinox Gold and Premier, along with their respective legal advisors, engaged in continued discussions and negotiations regarding the terms of the Arrangement Agreement, and were able to resolve the outstanding matters on acceptable terms (including the receipt of definitive Premier Voting Agreements from Orion and all of the Premier Directors and executive officers of Premier), which ultimately resulted in Equinox Gold and Premier executing the Arrangement Agreement in the morning of December 16, 2020. Premier and Equinox Gold subsequently issued a joint press release announcing that the parties had entered into the Arrangement Agreement, and, on December 16, 2020, a joint conference callwith Equinox Gold was hosted by Equinox Gold with Messrs. Milau and Downie presenting the proposed transaction.
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My takeaways:
-Oct 27, 2020 Special Committee retains financial advisors
-Dec 16, 2020 deal is announced
Take a read through the information circular and draw your own conclusions about what's happening behind closed doors at LME.