Venture B.S news for buyout and no
takeover bid circular
Animas to wait on formal offer from Marlin
2013-12-09 20:27 ET - News Release
Mr. Mark Brown reports
ANIMAS RESPONDS TO MARLIN NEWS AND SETS DATE FOR SPECIAL MEETING
Animas Resources Ltd. is responding to the announcement this morning by Marlin Gold Mining Ltd. that it intends to make an offer to acquire all of the outstanding common shares of Animas at 10 cents per share. It should be noted that Marlin's press release does not constitute a formal offer, and until such time as a takeover bid circular is prepared and mailed to shareholders there is no offer.
Animas's board of directors will review and carefully consider any offer received from Marlin, and intends to engage a financial adviser to assist it in this process. Upon receipt of an offer, Animas's board will make a recommendation to its shareholders in connection with the offer, as required by securities legislation. It is noted that the proposed terms of the offer from Marlin do not include any net smelter return royalty or payment in lieu of an NSR. The agreement with GoGold Resources Inc. includes a 3-per-cent NSR royalty, which is an important and valuable component of the transaction with GoGold.
The news release from Marlin contains at least one factual misstatement. Animas did, in fact, discuss the transaction and its bid for the Santa Gertrudis gold project with Marlin on several occasions, including asking Marlin to remove its requirement for further due diligence, as had GoGold, prior to signing the agreement with GoGold. Marlin did not alter its offer and Animas's board elected to proceed with the offer from GoGold, which was ready to conclude the transaction in an expeditious manner by exercising its right to match the Marlin bid.
Mark T. Brown, president and chief executive officer, stated: "For some time now our major shareholders have felt that Animas's shares have been significantly undervalued, and we began seeking a group to unlock the value of the Santa Gertrudis gold project by putting the mine back into production. After having several groups visit the project, GoGold made the first offer, and we began negotiating with them and got a good understanding of their ability to put this mine back into production. Understanding their production ability was a key component to the transaction, and Animas agreed to take back a reasonably high 3-per-cent NSR royalty from future production. The major shareholders of Animas have stated in the past that simply cashing out of the Animas shares at a time when we were significantly undervalued did not make sense."
The interests of the shareholders and management are closely aligned considering that Animas management owns approximately 7 per cent of the company. Animas's management and board of directors will continue to work to get the very best value for the shareholders of Animas.
In the meantime, Animas has scheduled to have a special meeting on Feb. 7, 2014, to seek shareholder approval of the transaction with GoGold, as announced on Dec. 4, 2013.
We seek Safe Harbor.
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