RE:on BNN today looks like Integra shareholders losing interest With what Integra has agreed upon with Eldorado has left shareholders abandon, and left out to dry.
From the MIC concerning Eldorado's shares decreasing & Non-Solicitation of other offers by Integra Gold:
The exchange ratio is fixed and will not be adjusted to reflect any change in the market value of the Eldorado Shares or Integra Shares prior to the closing of the Arrangement.
Under the Arrangement, Integra Shareholders will receive $1.2125 per Integra Share, to be satisfied by the delivery to the holder of one of the following, at the election (or deemed election) of the holder: (a) the Share Consideration; (b) the Cash Consideration; or (c) the Combination Consideration. The Eldorado Shares are attributed a value of $5.00 per share for purposes of this calculation, being the closing price of Eldorado Shares on the TSX on May 12, 2017. Because the number of Eldorado Shares to be received in respect of each Integra Share under the Arrangement will not be adjusted to reflect any change in the market value of the Eldorado Shares or the Integra Shares, the market value of Eldorado Shares received under the Arrangement may vary significantly from the market value at the dates referenced in this Circular. If the market price of the Eldorado Shares relative to the market price of Integra Shares increases or decreases, the value of the Share Consideration that Integra Shareholders receive pursuant to the Arrangement will correspondingly increase or decrease. There can be no assurance that the market price of the Eldorado Shares relative to the market price of the Integra Shares on the Effective Date will not be lower than the relative market prices of such shares used for the calculation of the Share Consideration. In addition, the number of Eldorado Shares being issued in connection with the Arrangement will not change as a result of decreases or increases in the market price of Integra Shares. Many of the factors that affect the market price of the Eldorado Shares and the Integra Shares are beyond the control of Eldorado and Integra, respectively. These factors include fluctuations in commodity prices, fluctuations in currency exchange rates, changes in the regulatory environment, adverse political developments, prevailing conditions in the capital markets and interest rate fluctuations.
Non-Solicitation Covenant:
Integra has covenanted to Eldorado and agreed that it will not -
(a) make, initiate, solicit or encourage (including by way of furnishing or affording access to information or any site visit), or otherwise take any other action that facilitates, directly or indirectly, any inquiry, proposal or offer that constitutes or that reasonably could be expected to lead to, an Acquisition Proposal; or
(b) enter into, or otherwise engage or participate in any discussions or negotiations with, furnish information to, or otherwise co-operate in any way with any person, (other than Eldorado and its subsidiaries) regarding an Acquisition Proposal or any inquiry, proposal or offer that reasonably could be expected to lead to an Acquisition Proposal; or
(c) take no position or remain neutral with respect to, or agree to, accept, approve or recommend, or propose publicly to agree, approve, endorse or recommend any Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal for a period of three Business Days after such Acquisition Proposal has been publicly announced will be deemed not to constitute a violation of this section); or
(d) make or propose publicly to make a Change of Recommendation; or
(e) accept, enter into, or propose publicly to accept or enter into, any agreement, understanding or arrangement effecting or related to any Acquisition Proposal or potential Acquisition Proposal (other than an Acceptable Confidentiality Agreement in accordance with the Arrangement Agreement); or
(f) make any public announcement or take any other action inconsistent with the approval or recommendation of the Integra Board of the transactions contemplated by the Arrangement Agreement.