RE: Question at what pps did UnderworldKinross Gold Corporation Announces Proposed Acquisition of Underworld Resources Inc.
3/11/2010 10:09:16 AM - Market Wire
VANCOUVER, BRITISH COLUMBIA, Mar 11, 2010 (MARKETWIRE via COMTEX News Network) --
UnderworldResources Inc. (TSX VENTURE: UW) and Kinross Gold Corporation (TSX:K)(NYSE: KGC) announced today that their respective Boards of Directorshave approved a business combination by way of a friendly offer (the"Offer") by Kinross to acquire 100% of the outstanding common shares ofUnderworld (the "Common Shares") not already owned by Kinross. Subjectto the execution of definitive agreements, the board of directors ofUnderworld unanimously recommends the offer to its shareholders and thedirectors and management team have agreed to tender their shares to theoffer. Pursuant to the terms of the letter agreement, Underworld hasagreed to work exclusively with Kinross toward the conclusion of adefinitive support agreement which is anticipated to be executed anddelivered by the parties by March 15, 2010.
Elements of the transaction include
-For each Common Share of Underworld, Kinross will offer 0.141 of aKinross common share, plus
.01 in cash. The Offer represents animplied offer price of approximately $2.62 per Common Share, based onthe March 10, 2010 closing price of $18.54 per Kinross common share onthe Toronto Stock Exchange (the "TSX"). The transaction values thefully-diluted share capital of Underworld at approximately $139.2million.
- The Offer represents an attractive and immediatepremium of 36.0% over the closing price of the Common Shares on the TSXVenture Exchange ("TSX-V") on March 10, 2010, the last day of tradingprior to announcement of the Offer, and a premium of approximately50.2% based on the volume-weighted average prices of the Common Sharesand Kinross' common shares, for the 20 trading days ended March 10,2010.
- The Board of Directors of Underworld, after receivingthe recommendation of a special committee of independent directorscreated by Underworld to oversee the transaction process, hasunanimously determined that the Offer is in the best interests ofUnderworld and Underworld's shareholders, and unanimously recommendsthat Underworld shareholders tender their Common Shares to the Offer.The directors and senior officers of Underworld will enter intocustomary lock-up agreements with Kinross to tender all of their CommonShares to the Offer.
- Underworld's key asset is the White Goldproject, located in the Tintina gold belt, approximately 95 km south ofDawson City, Yukon Territory, Canada.
Underworld ChairmanMichael Williams commented, "The Kinross Offer brings substantialtechnical and financial resources to the White Gold property which willfurther rapidly advance the project. We feel the Kinross offer providesimmediate value to our shareholders."
Underworld's financialadvisor Canaccord Financial Ltd. has provided an oral opinion to theUnderworld Board of Directors that the consideration offered is fair,from a financial point of view, to Underworld's shareholders.
Fulldetails of the offer will be included in the formal offer and take-overbid circular (the "Circular") to be mailed to Underworld shareholdersshortly. The Offer will be open for acceptance for at least 35 daysfollowing the commencement of the Offer. The Offer is subject toseveral conditions, including acceptance of the Offer by the holders ofat least two-thirds of the outstanding Common Shares (calculated on afully-diluted basis) and the receipt of all necessary regulatoryapprovals. If Kinross acquires at least two-thirds of the outstandingCommon Shares, Kinross intends to take steps to acquire all outstandingCommon Shares not acquired pursuant to the Offer. If 100% of the CommonShares are tendered, Kinross will issue approximately 6.8 millioncommon shares pursuant to the transaction (based on the fully-dilutedshare capital of Underworld), representing approximately 1.0% ofKinross' current outstanding common shares.
Underworld's legalcounsel is DuMoulin Black LLP. Kinross' financial advisor is RBCCapital Markets, its strategic advisor is BMO Capital Markets, and itslegal counsel is Osler, Hoskin & Harcourt LLP.
UnderworldResources is a well-structured junior exploration company that hasdefined a substantial new gold discovery in the Yukon.
ON BEHALF OF THE BOARD OF DIRECTORS
Adrian Fleming, President
Forward Looking Statement
Someof the statements contained in this press release are forward-lookingstatements. Forward-looking statements are not historical facts and aresubject to a number of risks and uncertainties beyond the Company'scontrol, including, but not exclusively, statements regarding potentialmineralization, exploration results, completion of work program andstudies, and future plans and objectives of the Company. Resourceexploration, development and operations are highly speculative,characterized by a number of significant risks, which even acombination of careful evaluation, experience and knowledge may noteliminate, including, among other things, unprofitable effortsresulting not only from the failure to discover mineral resources butfrom finding mineral deposits which, though present, are insufficientin quantity and quality to return a profit from production.
The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.
Contacts: Underworld Resources Inc. Jeff Sundar Investor Relations604-684-4001 604-484-7155 (FAX) info@underworldresources.comwww.underworldresources.com
SOURCE: Underworld Resources Inc.
mailto:info@underworldresources.com https://www.underworldresources.com
Copyright 2010 Marketwire, Inc., All rights reserved