Rio Alto has paid $1.10 per shaire for Agnico Eagle's almost 27 million shares.
VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 05/28/14 -- Rio Alto Mining Limited("Rio Alto" or the "Company") (TSX: RIO)(NYSE: RIOM)(LMA: RIO)(DBFrankfurt: MS2) is pleased to announce that it has entered into an agreement to purchase 26,966,292 common shares of Sulliden Gold Corporation Ltd. ("Sulliden") (TSX: SUE)(LMA: SUE)(OTCQX: SDDDF), representing 8.6% of Sulliden's basic shares outstanding, from Agnico Eagle Mines Limited (TSX: AEM)(NYSE: AEM) for cash consideration of C$1.10 per common share for an aggregate purchase price of approximately C$29.7 million. The purchase of the Sulliden common shares is expected to close May 29, 2014.
Alex Black, President and Chief Executive Officer of Rio Alto commented, "We are extremely pleased to have received the support of Agnico Eagle in respect to our proposed acquisition of Sulliden. The acquisition of Agnico Eagle's shares brings us one step closer to completing our goal of creating a new leading mid-tier gold producer."
Rio Alto intends to vote the purchased shares in favour of resolutions approving the Plan of Arrangement pursuant to which Rio Alto proposes to acquire all of the outstanding common shares of Sulliden (the "Transaction"). Please refer to the joint news release of Rio Alto and Sulliden dated May 21, 2014 for additional details regarding the friendly acquisition by Rio Alto of all the issued and outstanding common shares of Sulliden.
Friendly Acquisition of Sulliden
The acquisition of Sulliden by Rio Alto will be carried out by way of court-approved Plan of Arrangement (the "Arrangement") with each Sulliden shareholder receiving per Sulliden common share held 0.525 of a Rio Alto common share and 0.10 of a common share in a newly incorporated company ("SpinCo") that will hold Sulliden's 100% interest in the East Sullivan Property in Val-d'Or, Quebec and will be capitalized with approximatelyC$25 million in either cash or a combination of cash and Rio Alto common shares.
The Arrangement will be subject to the approval of at least 66 2/3% of the votes cast in person or by proxy of the shareholders of Sulliden at a special meeting of Sulliden shareholders to be held no later than July 30, 2014 and is also subject to obtaining approval by a majority of votes cast by the shareholders of Rio Alto at a special meeting of Rio Alto shareholders expected to take place on or about the same date as the Sulliden meeting. In addition to shareholder approvals, the Transaction is also subject to the negotiation and execution of a definitive arrangement agreement to give effect to the Transaction, the receipt of all necessary regulatory, court and other approvals and the satisfaction of certain other closing conditions customary for a transaction of this nature.