TORONTO, Oct. 26, 2015 /CNW/ – IAMGOLD Corporation (“IAMGOLD” or the “Company”), announced today that it has filed a draft friendly public tender offer (the “Offer”) in France to acquire all of the outstanding common shares of EURO Ressources S.A. (“EURO”) that the Company does not already own for cash consideration of €2.84 per share (the “Offer”). Presently, IAMGOLD owns approximately 86% of the share capital of EURO representing 86% of the voting rights. EURO shares trade on Euronext in Paris (EUR:EN).
The Offer price represents a premium of 32.1% based on the three (3) month volume-weighted average price, and 31.5% based on the closing price on October 23rd, 2015.
The Offer, taking the form of a simplified cash tender offer (offre publique d’achat simplifiée) under French law, is subject to review by the French Financial Market Authority (Autorité des marchés financiers (“AMF”).
The EURO board of directors (the “Board”) formed a Special Committee, consisting of independent (non-IAMGOLD affiliated) directors, to consider and make a recommendation in respect of the Offer and to ensure the fairness of the offered price. The Special Committee received advice from external legal counsel and an independent expert as required by French law. At a meeting held on October 23rd, 2015, the Board unanimously resolved to approve the Offer and recommend that the EURO shareholders tender their shares to the Offer.
“The all-cash unconditional Offer would provide liquidity to EURO’s shareholders on attractive financial terms in the context of a volatile gold price and equity market environment, and as such, we believe it to be very attractive to EURO shareholders,” commented President and CEO of IAMGOLD Steve Letwin. “This transaction will simplify the ownership structure of the Rosebel Gold Mine and result in a reduction of costs built into that structure. Given the pre-defined life of EURO’s royalty interests, EURO shareholders have a unique opportunity to realize an above average return on their investment.”
If made, the Offer shall be open for a period of 20 trading days, on an indicative basis from November 16th, 2015 to December 11th, 2015 inclusive. If successful in acquiring more than 9% to reach a total shareholding above 95%, IAMGOLD intends to acquire the remaining shares pursuant to a squeeze-out transaction in accordance with French law. In this event, the total consideration payable to Euro shareholders will be c. €25 million.
The draft offer document (“note d’information“) is available on the IAMGOLD website (www.iamgold.com), on the AMF website (www.amf-france.org) and under IAMGOLD’s profile on SEDAR (www.sedar.com). The IAMGOLD website does not constitute a part of, and is not incorporated by reference into, the offer document or any of the other mentioned documents.
IAMGOLD has appointed Société Générale as its financial advisor and presenting bank for the Offer and Norton Rose Fulbright as its legal advisor.
This news release does not constitute and should not be construed as a public offer to buy, or the solicitation of an offer to sell, EURO’s securities. Any offer will be made solely by means of the offer document available on the AMF website (www.amf-france.org). It is possible that no public offer for EURO shares will be made. In accordance with French law, the documentation relating to the Offer which has been filed includes the terms and conditions of the Offer and is subject to review by the AMF. The offer document has not been filed with, or recognized by, the authorities of any jurisdiction other than the France. The Offer will only be opened once the AMF has granted its clearance and a further news release will be issued in this regard. The Offer, when and if made, will be made pursuant to French securities laws and will be exempt from take-over bid requirements of Canadian securities laws.
EURO shareholders are urged to read the offer document because it contains important information about the Offer, EURO and IAMGOLD. EURO shareholders are advised to seek independent advice where appropriate in order to reach a reasoned judgment in respect of the Offer and the content of the offer document. In addition, EURO shareholders may wish to consult with their tax advisors regarding the tax consequences of tendering their EURO securities under the Offer.
The Offer referred to herein will not being made or directed to, nor will deposits of EURO shares be accepted from or on behalf of, shareholders in any jurisdiction in which the making or acceptance of such offer would not be in compliance with the laws of such jurisdiction. Persons obtaining the offer document are required to take due note of, and to observe, all such restrictions and obtain any necessary authorizations, approvals or consents (to the extent applicable). Persons in any doubt as to their eligibility to participate in the Offer should consult their professional advisers immediately. Outside of the France, no actions have been taken (nor will actions be taken) to make the Offer possible in any jurisdiction where such actions would be required. Any person (including, without limitation, custodians, nominees and trustees) who forwards or intends to forward the offer document or any related document to any jurisdiction outside the France should carefully read the offer document before taking any action. The release, publication or distribution of the offer document and any documentation regarding the Offer or the making of the Offer in jurisdictions other than the France may be restricted by law and therefore persons into whose possession the offer document comes should inform themselves about and observe such restrictions.
The Offer will be made in the United States in accordance with the applicable requirements of the AMF in France. Accordingly, the Offer is subject to disclosure and other procedural requirements, including but not limited to offer timetable, settlement procedures and timing of payments, that are different from those of the United States applicable to tender offers for securities of an SEC reporting company.
Gold Technical Information and Qualified Person/Quality Control Notes
The mineral resource and reserve estimates contained in this news release have been prepared in accordance with National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”). The “Qualified Person” responsible for the supervision of the preparation and review of all resource and reserve estimates for IAMGOLD is Lise Chenard, Eng., Director, Mining Geology. Lise has worked in the mining industry for more than 30 years, mainly in operations, project development and consulting. She joined IAMGOLD in April 2013 and acquired her knowledge of the Company’s operations and projects through site visits, information reviews and ongoing communication and oversight of mine site technical service teams or consultants responsible for resource and reserve modeling and estimation.
She is considered a “Qualified Person” for the purposes of NI 43-101 with respect to the mineralization being reported on. The technical information has been included herein with the consent and prior review of the above noted Qualified Person. The Qualified person has verified the data disclosed, and data underlying the information or opinions contained herein.
About EURO
EURO is a French company whose principal asset is a gold production royalty from the Rosebel Gold Mine in Suriname (the “Rosebel Royalty”). The Rosebel Gold Mine is 95% owned and operated by IAMGOLD. EURO receives quarterly royalty payments from IAMGOLD. The Rosebel Royalty applies to the first seven million ounces of gold produced from the Rosebel Gold Mine and is calculated on the basis of gold production at the Rosebel Gold Mine and the market price of gold based on the London PM fixing price. The Rosebel Gold Mine has produced 3.9 million ounces of gold since production commenced and 3.1 million ounces of gold remain under the Rosebel Royalty contract (as at 30 June 2015). The Rosebel Royalty is calculated based on 10% of the excess gold market price above US$300 per ounce for soft and transitional or, and above US$350 per ounce for hard rock ore, and, in each case, after deducting a fixed royalty of 2% of production paid in-kind to the Government of Suriname.
About IAMGOLD
IAMGOLD (www.iamgold.com) is a mid-tier mining company with four operating gold mines on three continents. A solid base of strategic assets in North and South America and West Africa is complemented by development and exploration projects and continued assessment of accretive acquisition opportunities. IAMGOLD is in a strong financial position with extensive management and operational expertise. Among its operating mines is the Rosebel Gold mine located in Suriname.
IAMGOLD is listed on the Toronto Stock Exchange (trading symbol “IMG”) and the New York Stock Exchange (trading symbol “IAG”).
Please note:
This entire news release may be accessed via fax, e-mail, IAMGOLD’s website at www.iamgold.com and through CNW Group’s website at www.newswire.ca. All material information on IAMGOLD can be found at www.sedar.com or at www.sec.gov.
Si vous désirez obtenir la version française de ce communiqué, veuillez consulter le http://www.iamgold.com/French/accueil/default.aspx.