I will vote against this offer & YOU ?
Transaction Conditions & Timing
QMX intends to call a meeting of shareholders to be held in March 2021 to seek shareholder approval for the Arrangement (the “Meeting”). The transaction will be effected by way of a court-approved plan of arrangement under Section 182 of the Business Corporations Act (Ontario) and will require:
- approval of at least 66 2/3% of the votes cast by QMX shareholders and
- a simple majority of the votes cast by QMX shareholders, excluding votes from certain shareholders, including Eldorado, as required under Multilateral Instrument 61-101 .
The completion of the transaction is also subject to the receipt of court, stock exchange and any other required regulatory approvals, and is subject to certain customary closing conditions for transactions of this nature. The Arrangement does not require the approval of the shareholders of Eldorado.
The Agreement provides for, among other things, non-solicitation covenants, with “fiduciary out” provisions that allow QMX to consider and accept a superior proposal, subject to a “right to match period” in favour of Eldorado. The Agreement also provides for a termination fee of C$6.6 million to be paid by QMX to Eldorado if the Agreement is terminated in certain specified circumstances.