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EURO Ressources S.A. — M&A Activity 2008
Oct 29, 2008
1304_tar_2008-10-29_8657110e-1964-4692-b47a-fcced6a0825b.pdf
M&A Activity
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A Gold Resource Royalty Company
TSX: EUR PRESS RELEASE Paris: EUR
EURO'S RESPONSE TO IAMGOLD OFFER APPROVED BY AMF AND PROJECTED TIMETABLE FOR IAMGOLD OFFER
PARIS, France, October 29, 2008: EURO Ressources S.A. (Paris: EUR), (TSX: EUR): announced today that the Autorité des marchés financiers in Paris (the "AMF", the French financial services regulator) has approved EURO's final Reply Note ("Note en Réponse", AMF visa n° 08-223), which sets out the response of EURO's board of directors to IAMGOLD Corporation's unsolicited tender offer. As previously advised, the board of directors' unanimously recommend that shareholders do not tender their shares.
The Note en Réponse is available on the AMF's website at www.amf-france.org. A copy of the Note en Réponse and an English translation are available on EURO's website www.euroressources.fr and under EURO's issuer profile on www.SEDAR.com. The AMF has also published the closing date of IAMGOLD's tender offer as November 21, 2008.
The Reply Note sets out in detail the elements of the valuation analysis used by the Board in making their recommendation. For shareholders whose investment currency is other than €uro, it should be noted that this value analysis of the offer was made using an exchange rate of €1 = US\$1.405, compared to around €1 = US\$1.25 at the time of this release.
Management understands that the key dates for the IAMGOLD tender offer are as set out in the following table (dates refer to days in France):
| Date | Event |
|---|---|
| October 22, 2008 | Approval of Note en Réponse by AMF. |
| November 14, 2008 | Last day for competing offer by third parties to be filed with AMF or for IAMGOLD to file an Improved Offer. |
In order to qualify as an "Improved Offer", IAMGOLD would be required to make a higher bid with a price that is at least a 2% improvement over the current tender offer or IAMGOLD could remove the 50% + 1 share minimum acceptance condition
If an alternative offer is filed by a third party, the AMF will reset and extend the timetable to accommodate the new offer.
If IAMGOLD files an Improved Offer, the AMF may reset and extend the offer timetable.
If no alternative offer is filed or if IAMGOLD does not file an Improved Offer then the timetable would continue as follows:
| Date | Event |
|---|---|
| November 18, 2008 | Last day that shares of EURO may be traded on Euronext for settlement in time to tender to IAMGOLD offer. |
| November 21, 2008 | IAMGOLD offer closes – last day to tender to the IAMGOLD offer. |
| November 27, 2008 | AMF publishes preliminary tender results for IAMGOLD offer. |
| December 2, 2008 | AMF publishes final tender results for IAMGOLD offer. |
If the offer from IAMGOLD does not reach the minimum acceptance condition of 50% plus 1 share of the fully diluted shares of EURO, being 31,248,231 shares, or approximately 51.6% of the shares of EURO currently in issue, then the offer will lapse and the tendered shares will be released.
If IAMGOLD's offer meets the minimum tender condition of approximately 51.6% of the shares currently in issue, then the bid will be re-opened under the same conditions, within ten trading days of the publication of the final tender results. Shareholders who did not previously accept the offer will be able to tender their shares to IAMGOLD under the re-opened offer.
The re-opened offer must remain open for a period of at least ten trading days.EURO's Management projects the continuing timetable will be as follows:
| Date | Event |
|---|---|
| December 9, 2008 | If IAMGOLD offer successful, payment for shares tendered effected through intermediaries' accounts. |
| December 18, 2008 | If IAMGOLD offer successful, projected date for re-opened offer. |
| January 5, 2009 | Earliest projected closing date of re-opened offer, after a minimum period of 10 trading days. |
| January 9, 2009 | Projected publication date for preliminary results for re-opened offer. |
| January 14, 2009 | Projected publication of final results for re-opened offer. |
| January 21, 2009 | Projected payment for shares tendered effected through intermediaries' accounts. |
Management is aware of certain concerns expressed by shareholders regarding the position of shareholders following a successful IAMGOLD offer. The following points are made in response to those concerns:
• the shares of EURO will remain listed for trading on Euronext in Paris and the TSX in Toronto, however, if IAMGOLD acquires 95% of the shares of EURO, it has stated its intention to apply to the AMF for permission to delist EURO from Euronext,
- any dividends payable by EURO must be paid equally to all shareholders, without preference to IAMGOLD,
- IAMGOLD may not "cancel" or otherwise modify the Rosebel Royalty without paying full value consideration for any amendment.
This general information is provided for guidance only.
About EURO
EURO is a French company, focused on owning royalties and similar interests on operating gold mines. EURO also holds certain gold mineral rights in French Guiana including Paul Isnard which comprises eight concessions and a PER over 140 sq. km.
EURO has approximately 60.6 million shares outstanding and approximately 62.5 million shares fully diluted.
Statements Regarding Forward-Looking Information: Some statements in this news release are forward-looking statements. Investors are cautioned that forward-looking statements are inherently uncertain and involve risks and uncertainties. Such statements include comments regarding the Company's dealings with IAMGOLD. There can be no assurance that future developments affecting the Company will be those anticipated by management.
Not for distribution to United States newswire services or for dissemination in the United States. The securities referred to herein have not been registered under the US Securities Act of 1933 and may not be offered or sold in the United States or to a US person absent registration or an applicable exemption from registration.
Additional information relating to EURO Ressources S.A. is available on wwww.sedar.com
Further requests for information should be addressed to:
James H. Dunnett, Directeur-Général Tel: +1 604 710 2242 Email : [email protected] Susanne A. Hermans Vice-Président Finance Tel: +1 303 204 7771 Email : [email protected]