Definitive Agreement In the dictionary, definitive is described as serving to provide a final solution or serving to define or specify something precisely. As can be seen below, IMG made a definitive offer for TRR so I think we can dispel anymore posts on them walking away from the deal. As can also be seen, the break up fee would be paid to IMG by TRR if presumably TRR could find a better offer. If IMG had the ability to walk away, they would be the ones paying the breakup fee to TRR. IMHO, much as I view the current offer as a low ball, what the current mess in the markets does do, unfortunately, is weaken TRR's case for holding out for a higher price. And should the shareholders opt to reject the offer, then all cards are off the table and the share price could indeed fall accordingly. If I'm reading this wrong, then by all means someone (perhaps a contract lawyer) jump in and correct me. GLTA
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IAMGOLD Corporation (TSX:IMG)(NYSE:IAG) ("IAMGOLD" or "the Company") and Trelawney Mining and Exploration Inc. (TSX VENTURE:TRR)(FRANKFURT:RTW) ("Trelawney") today announced that they have entered into a definitive agreement (the "Agreement") whereby IAMGOLD will acquire, through a plan of arrangement, all of the issued and outstanding common shares of Trelawney. Trelawney is a Canadian junior mining and exploration company, focused on the development of the Côté Lake Deposit located adjacent to the Swayze Greenstone Belt in northern Ontario.
Under the terms of the Agreement, each Trelawney shareholder will receive $3.30 in cash for each Trelawney share held. The transaction price represents a 36.6% premium based on Trelawney's 20-day volume weighted average price ("VWAP") for the period ending April 26, 2012.
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The definitive agreement includes a non-solicitation clause, right to match covenants and provides for the payment of a $21 million break fee to IAMGOLD under certain circumstances.