Aurizon Reiterates Rejection of the Financially Inadequate Alamos Offer
18 Marzo 2013 - 12:00PM
Marketwired
Aurizon Mines Ltd. (TSX:ARZ)(NYSE MKT:AZK)(NYSE Amex:AZK)
("Aurizon" or the "Company") today reiterated its recommendation
that Aurizon shareholders REJECT the financially inadequate offer
by Alamos Gold Inc. ("Alamos") and not tender their shares to
it.
Aurizon also noted two facts which suggest that the support for
the Alamos offer has significantly declined:
1. Counsel for Alamos disclosed in a hearing before the British Columbia
Securities Commission ("BCSC") on March 15, 2013 that only 6.5% of
Aurizon's shares were tendered to its offer as of that date. This
represents tendered support declining by half since the announcement of
the Hecla offer, given that on March 12, Alamos had suggested that 13%
of shares had been tendered as of noon on March 5.
2. In the hearing before the BCSC on March 15, nobody having direct control
or direction over Aurizon shares provided an affidavit of support to
Alamos. The only supporting affidavit that Alamos was able to present
was from a former Aurizon shareholder that had sold its Aurizon shares
to Alamos in January.
Said George Brack, Chair of the Special Committee of Aurizon's
Board: "The Board remains of the view that the Alamos offer is
financially inadequate. The offer made by Hecla provides both more
value per Aurizon share, as well as a significantly larger cash
component."
Added Mr. Brack: "The Alamos offer is worth less than the Hecla
offer, and support for the Alamos offer appears to have diminished
substantially. We reiterate our recommendation that shareholders
REJECT the Alamos offer by not tendering their shares, and
immediately withdrawing shares that have been tendered, in advance
of the 5:00 pm (Pacific) deadline on March 19."
Aurizon's Board of Directors continues to recommend that
shareholders support the Board-supported arrangement with
Hecla:
-- Hecla offers premium value - based on the closing share prices of Hecla
and Alamos on March 15, 2013, the Hecla Arrangement provides $0.32 more
value than the Alamos bid.
-- Hecla offers more cash - the Hecla arrangement offers Aurizon
shareholders greater value certainty through a maximum $513.6 million in
cash, which is 68% higher than the maximum amount of cash offered by
Alamos ($305 million maximum cash). Roughly two thirds of the Hecla
Arrangement is in cash with Alamos' offer being less than half.
-- Hecla offers a more compelling strategic and jurisdictional fit - a
combination of Hecla and Aurizon offers shareholders the opportunity to
participate in a North America-focused, US$1.64 billion precious metals
company with excellent operating assets in superb jurisdictions,
complementary mining experience, and exploration potential.
How to Withdraw Shares Tendered to the Alamos Offer
The Board of Directors of Aurizon unanimously recommended that
shareholders REJECT the previously announced offer by Alamos Gold
Inc. Shareholders who have questions or who may have already
tendered their shares to the Alamos Offer and wish to withdraw
them, may do so by contacting our Information Agent, Georgeson Toll
Free (North America): 1-888-605-7616, Outside North America Call
Collect: 1-781-575-2422 or Email: askus@georgeson.com.
Details of Hecla Arrangement
Under the terms of the Hecla Arrangement, Aurizon shareholders
may elect to receive in exchange for each Aurizon Share, CAD$4.75
per share or 0.9953 of a Hecla share or a combination of both,
subject in each case to pro-ration based on a maximum cash
consideration of approximately CAD$513.6 million and a maximum of
approximately 57,000,000 Hecla shares. Assuming that all
shareholders elect to receive either cash or Hecla shares, the
consideration will be fully pro-rated with each shareholder being
entitled to receive CAD$3.11 in cash and 0.3446 of a Hecla share
for each Aurizon share.
About Hecla Mining Company
Hecla Mining Company (NYSE:HL) is a leading low-cost U.S. silver
producer with operating mines in Alaska and Idaho and exploration
and pre-development properties in four world-class silver mining
districts in the U.S. and Mexico.
About Aurizon
Aurizon is a gold producer with a growth strategy focused on
developing its existing projects in the Abitibi region of
north-western Quebec, one of the world's most favourable mining
jurisdictions and prolific gold and base metal regions, and by
increasing its asset base through accretive transactions. Aurizon
shares trade on the Toronto Stock Exchange under the symbol "ARZ"
and on the NYSE MKT under the symbol "AZK". Additional information
on Aurizon and its properties is available on Aurizon's website at
www.aurizon.com.
Forward-Looking Statements
This news release contains forward-looking information (as
defined in the Securities Act (British Columbia)) and
forward-looking statements that are prospective in nature
(collectively, "forward-looking statements"). All statements other
than statements of historical fact may be forward-looking
statements. In this news release, such forward-looking statements
include statements regarding the ability of the Company and Hecla
to consummate the Arrangement on the terms and in the manner
contemplated in the Arrangement Agreement, the anticipated benefits
of the Arrangement, the anticipated benefits to Aurizon
shareholders and to the shareholders of the combined entity on
completion of the Arrangement, the timing and anticipated receipt
of court and securityholder approvals for the Arrangement
transaction, the anticipated value of the combined entity and the
expected timing for special meeting of Aurizon securityholders and
the closing the Arrangement. These forward-looking statements are
based on a number of assumptions, including assumptions regarding
the ability of the parties to receive, in a timely manner and on
satisfactory terms, the necessary court, shareholder, stock
exchange and regulatory approvals and the ability of the parties to
satisfy in a timely manner, the conditions to the closing of the
Arrangement, the value of Aurizon's assets, in particular Casa
Berardi; the value of Hecla's assets; the successful completion of
new development projects, planned expansions or other projects
within the timelines anticipated and at anticipated production
levels; the accuracy of reserve and resource estimates, grades,
mine life and cash cost estimates; whether mineral resources can be
developed; interest and exchange rates; the price of gold, silver
and other metals; competitive conditions in the mining industry;
title to mineral properties; financing requirements; general
economic conditions; and changes in laws, rules and regulations
applicable to Aurizon and Hecla.
Although management of Aurizon believes that the assumptions
made and the expectations represented by such statements are
reasonable, there can be no assurance that a forward-looking
statement herein will prove to be accurate. Actual results and
developments may differ materially from those expressed or implied
by the forward-looking statements contained in this news release
and even if such actual results and developments are realized or
substantially realized, there can be no assurance that they will
have the expected consequences or effects. Factors which could
cause actual results to differ materially from current expectations
include non-completion of the Arrangement, including due to the
parties failing to receive, in a timely manner and on satisfactory
terms, the necessary court, shareholder, stock exchange and
regulatory approvals or the inability of the parties to satisfy in
a timely manner the other conditions to the closing of the
Arrangement; changes in market conditions; actual results being
materially different than reserve and resource estimates, grades,
mine life and cash cost estimates; variations in ore grade or
recovery rates; risks relating to international operations;
fluctuations in gold, silver and other metal prices and currency
exchange rates; failure to obtain any required financing; inability
to successfully complete new development projects, planned
expansions or other projects within the timelines anticipated;
adverse changes to general economic conditions or laws, rules and
regulations applicable to Aurizon or Hecla; changes in project
parameters; the possibility of project cost overruns or
unanticipated costs and expenses; labour disputes and other risks
of the mining industry; failure of plant, equipment or processes to
operate as anticipated; risk that estimated costs, including costs
of labor, equipment and materials, including power, are not as
anticipated; the risk of an undiscovered defect in title or other
adverse claim; that results of exploration activities will be
different than anticipated; and those risks set forth in Aurizon's
Annual Information Form dated March 30, 2012 and in Hecla's filings
with the U.S. Securities and Exchange Commission, which are
available respectively on Sedar at www.sedar.com and on Edgar at
www.sec.gov. You should not place undue reliance on any
forward-looking statements contained in this news release. Aurizon
specifically disclaims any obligation to reissue or update these
forward-looking statements as a result of new information or events
after the date hereof, except as may be required by law.
Contacts: Media: Longview Communications Trevor Zeck (604)
375-5941 Longview Communications Nick Anstett (416) 649-8008
Investor relations: Aurizon Mines Ltd. Jennifer North Manager
Investor Relationsjennifer.north@aurizon.com Aurizon Mines Ltd.
604-687-6600 Toll Free: 1-800-411-GOLD (4653) 604-687-3932
(FAX)info@aurizon.com www.aurizon.com
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