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DEVELOP GLOBAL LIMITED — M&A Activity 2009
May 21, 2009
64801_rns_2009-05-21_35bb090f-6295-4d65-a117-b7bb5e6d3fe6.pdf
M&A Activity
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ASX ANNOUNCEMENT ASX Code: VXR
22 May 2009
Company Announcements Office ASX Limited Level 8 Exchange Plaza 2 The Esplanade PERTH WA 6000
Dear Sir
TAKEOVER BID FOR CMG GOLD LIMITED – DESPATCH OF OFFERS
Venturex Resources Limited (Venturex) advises that it has today commenced the despatch of its Bidder’s Statement in relation to its takeover bid for all of the shares in CMG Gold Limited (CMG) to all CMG Shareholders registered as at 15 May 2009, together with the Target’s Statement provided by the Directors of CMG. Copies of these documents were released to the ASX on 15 May 2009.
Attached is a joint covering letter from the Directors of Venturex and CMG which was despatched with the above documentation.
The offers are dated 22 May 2009, being the date on which the first offers under the bid were made.
Yours faithfully
ALLAN TRENCH Non Executive Chairman
Registered & Principal Office Level 1, 35 Richardson Street, West Perth WA 6005 PO Box 863, West Perth WA 6872
ABN 28 122 180 205 Tel: +61 8 6424 9188 www.venturexresources.com Fax: +61 8 9463 7836 E: [email protected]
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22 May 2009
Dear CMG Shareholder
We are pleased to present you with this opportunity to participate in the creation of a significant gold and base metal assets company.
Enclosed is the Bidder’s Statement from Venturex Resources Limited (Venturex) to acquire ALL your shares in CMG Gold Limited (CMG) and the Target’s Statement prepared by CMG, recommending that you accept the Offer.
Venturex is offering 4.25 Venturex Shares for every one (1) CMG Share held.
This revised Offer is superior to the previous Venturex offer for CMG announced on 3 April 2009 and provides increased certainty, reduced risk and more timely transaction completion for CMG Shareholders. In addition, the revised Offer will result in the Combined Entity emerging with a clean and simple capital structure.
CMG Directors have unanimously recommended that you ACCEPT this offer, in the absence of a superior offer.
The Directors of CMG have stated that they intend to accept the Offer in respect of all their shares (held directly or indirectly) and have entered into pre-bid acceptance deeds in respect of 19.9% of the issued capital of CMG.
By combining the Companies’ skills in asset development and corporate and commercial management, the Directors of Venturex and CMG believe that the Combined Entity will be well positioned to maximise the value of CMG’s gold projects.
The Offer is subject to a number of conditions which are set out in the Bidder’s Statement. These conditions include Venturex receiving Shareholders’ approval for the Offer at a General Meeting to be held on 17 June 2009, and Venturex having received valid acceptances for a minimum of 90% of issued CMG Shares.
The Offer is scheduled to close at 5.00pm AWST on 26 June 2009, unless the Offer is extended. We encourage you to carefully read the enclosed documents and ACCEPT the Offer.
The Board of Venturex looks forward to welcoming you as a Shareholder.
Yours sincerely
ALLAN TRENCH Non-Executive Chairman Venturex Resources Limited
GLENN FEATHERBY Non-Executive Chairman CMG Gold Limited
ABN 28 122 180 205 Tel: +61 8 6424 9188 Fax: +61 8 9463 7836
Registered & Principal Office Level 1, 35 Richardson Street, West Perth WA 6005 PO Box 863, West Perth WA 6872