Post by
maya123ca on Jul 04, 2013 12:59pm
The Oromin Board makes no recommendation on the Teranga offer
Vancouver, B.C. – Oromin Explorations Ltd. (the “Company” or “Oromin”) announces that it has
mailed its directors’ circular (the “Directors’ Circular”) in response to the unsolicited offer (the “Teranga Offer”) from Teranga Gold Corporation (“Teranga”) to acquire all of the issued and outstanding common shares of Oromin (the “Oromin Shares”) (other than Oromin Shares already owned by Teranga), for consideration of 0.582 of a common share of Teranga for each Oromin Share held and upon the other terms and subject to the conditions set forth in the Teranga Offer.
The Directors’ Circular contains no recommendation of Oromin’s board of directors (the “Board”) as to whether Oromin shareholders should accept or reject the Teranga Offer, but asks Oromin’s shareholders
to defer making a decision until there is a recommendation from the Board in a supplemental directors’ circular, which will be sent to shareholders before the expiry time of the Teranga Offer.
In response to the Teranga Offer, an independent committee of the Board (the “Special Committee”) was constituted and given the mandate to review and consider the Teranga Offer and to develop and review
alternatives that would maximize value for Oromin and its shareholders. The reasons for not making a recommendation at this time are outlined in the Directors’ Circular and they include: the fact that the Special Committee is pursuing value-maximizing alternatives; the uncertainty of the outcome of the litigation commenced by Bendon International Ltd. (“Bendon”); the uncertainty arising from Bendon’s opposition to the Teranga Offer and asserting its rights under the Oromin joint venture shareholders agreement; and the uncertainty regarding the 25% back-in right available to Sénégalese nationals. Details regarding these reasons are set out in the Directors’ Circular, which has been filed by Oromin with the Canadian securities regulatory authorities and the Directors’ Circular will
be available for review on the Company’s website at www.oromin.com and on the Canadian SEDAR website at www.sedar.com. Oromin shareholders are urged to read the Directors’ Circular carefully and in
its entirety.