Animas Responds to GoGold Proposal to Acquire Animas
December 30 2013 - 2:35PM
Marketwired
Animas Responds to GoGold Proposal to Acquire Animas
VANCOUVER, BRITISH COLUMBIA--(Marketwired - Dec 30, 2013) -
- 58.7% of shareholders
agree to support GoGold offer.
- Offer is 50% higher
than previous offer.
- Animas recommends to
reject Marlin Gold offer.
Animas Resources Ltd. (TSX-VENTURE:ANI) ("Animas" or the
"Company") announces that, as previously announced by GoGold
Resources Inc. ("GoGold") in its press release of today's date,
GoGold intends to make an offer to acquire all of the outstanding
common shares and warrants of the Company for $0.15 per common
share.
Mark T. Brown, CA, Director, President & CEO, commented
that: "Significant shareholders of Animas have informed the Company
that they have entered into agreements to support the offer by
GoGold. The Board of Animas has also unanimously agreed to support
the GoGold offer and advises shareholders to reject the Marlin Gold
offer which was for $0.10 per share as announced on December 23,
2013."
GoGold's Proposed
Offer
Pursuant to the proposed GoGold offer, Animas shareholders will
be entitled to receive $0.07 in cash and 0.0851 of a GoGold common
share for each Animas common share validly tendered to the proposed
offer. Based on the closing prices of GoGold and the Company on
December 24, 2013, the transaction values each Animas Common Share
at $0.15 and represents a premium of approximately 87.5% to Animas
shareholders. Based on the 20-day volume-weighted average share
prices of both companies the premium to Animas shareholders is
142%. In addition, GoGold intends to acquire all of the Animas
warrants. GoGold intends to offer one GoGold common share for each
$0.94 of in-the-money value of the Animas warrants, rounded down
the nearest whole GoGold Share.
58.7% of Animas
Shareholders Sign Lock Up Agreements
In connection with the proposed offer, Animas has been advised
that GoGold has entered into "hard" lock-up agreements with certain
Animas shareholders owning 42,054,130 Animas common shares, or
approximately 58.7% of the Animas issued and outstanding common
shares (approximately 60.7% fully diluted), pursuant to which such
shareholders have agreed to tender their common shares to the
proposed takeover bid by GoGold.
In connection with the proposed offer and the entering into
lock-up agreements, GoGold has deposited $1,000,000 in escrow with
an escrow agent. Under the terms of the escrow, the escrow agent
will pay to the Company $1,000,000 if GoGold does not mail the
take-over bid circular and related documents by January 28, 2014
(subject to extension in certain limited circumstances) or if
GoGold does not take-up and pay for the securities of Animas
deposited under the offer by April 30, 2014, in each case provided
that the locked-up shareholders are at all times in compliance with
their obligations under the lock-up agreements and the Company's
board of directors have unanimously recommended that Animas
shareholders accept the GoGold offer and such recommendation shall
not have been withdrawn, changed, modified or qualified in a manner
adverse to GoGold.
The Board of Directors of Animas, on a preliminary basis, is
unanimously supporting the proposed offer by GoGold and propose
that, subject to receipt of the final offer, they will be
recommending that all of the shareholders of Animas tender their
shares to the proposed offer, once formally made by GoGold.
Animas Board Recommends
Shareholders reject Marlin Gold Offer
The Board of Directors is also recommending that all
shareholders reject
the offer made by Marlin Gold on December 23rd as it is inferior to
the proposed offer to be made by GoGold. The Board of Directors
will be preparing and sending to all shareholders a Directors
Circular within the time frames prescribed by securities
legislation recommending that shareholders reject the Marlin Gold
offer. Shareholders should take no further action with respect to
the Marlin offer and should contact the Company if they have taken
any action to tender their shares to the Marlin Gold takeover
bid.
The Board has also formally waived the application of the
Company's shareholders' rights plan both in connection with the
Marlin Gold offer and for the proposed offer to be made by
GoGold.
This news release was prepared by Company management, who take
full responsibility for its content.
You may register to receive future news releases at
www.animasresources.com.
Mark T. Brown, B. Comm. CA, President & CEO
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Animas Resources
Ltd.604-687-61971-888-889-4874www.animasresources.com
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