Northgate Minerals Corporation Announces Friendly Proposal to Acquire Perseverance Corporation Limited to Create Leading Mid-tier Gold Producer
Sunday October 28, 6:37 pm ET
US$257 Million Transaction Adds Approximately 200,000 Ounces of Annual Production through Two Australian Mines with Significant Exploration Upside Notice
quote:VANCOUVER, British Columbia--(BUSINESS WIRE)--Northgate Minerals Corporation (AMEX: NXG - News) (TSX: NGX - News) ("Northgate") and Perseverance Corporation Limited (ASX: PSV - News) ("Perseverance") are pleased to announce that they have signed a Merger Implementation Agreement ("MIA") pursuant to which Northgate would acquire all outstanding securities and debt of Perseverance for cash consideration (the "Transaction").
The Transaction will create a multi-mine gold producer with over 430,000 ounces of estimated production in 2008 and significant free cash flow. Northgate's offer capitalises Perseverance at an Enterprise Value of approximately US$257 million (A$282 million).
Key Dates: NOV/23/07: Notice of Meeting DEC/13/07: Last chance for electronic vote 10AM DEC/17/07: Meeting of Note holders FEB 18/08: Implementation of Schemes of Arrangement
Key Highlights: 1.1 Background to the transaction
quote:On 28 October 2007, Perseverance Corporation Limited ("Perseverance" or "the company") and Northgate Minerals Corporation("Northgate") entered into a binding Merger Implementation Agreement that provides for the acquisition by Northgate of Perseverance.
The Transaction will be implemented via schemes of arrangement ("Schemes") between Perseverance and its Share holders and Option holders and a resolution of Note holders to approve the early redemption of the Notes.
Under the Schemes, Northgate Australian Ventures Corporation Pty Ltd ("NAVCO"), a wholly owned subsidiary of Northgate, will acquire all of the outstanding fully paid ordinary Shares in Perseverance and the Company's Options will be cancelled.
Under the Transaction, if the Schemes are implemented:
(a) Share Scheme Participants will recieve AUD$0.20 cash per ordinary Share;
(b) Option Scheme Participants will receive AUD$0.08 cash for each option; and
(c) Note holders will, subject to passing of the Extraordinary Resolution, receive AUD$100,000 (face value) plus Accrued Interest per Note.
As part of the Transaction, Northgate has agreed to acquire and assume all of Perseverance's existing financial accommodation provided by ANZ (amounting to approximately AUD$33.5 million) and to provide a new bridging facility of up to AUD$25.0 million.
Northgate and Perseverance's banker, ANZ, have entered into a put and call arrangement under which Northgate has agreed to acquire ANZ's exposure to Perseverance's gold hedges following completion of the Schemes for consideration of approximately AUD$50.5 million.
Under the terms of the debt assumption and loan agreements, all debt held by Northgate will be in a first secured position (subject to one immaterial exception) and the interest on bridge financing will be deferred up to the date of successful conclusion of the Transaction or termination of the Merger Implementation Agreement. The additional bridging facility eliminates any short-term requirement for Perseverance to raise further equity capital.
1.3 Recommendation of Perseverance Directors
quote:Perseverance Directors have unanimously determined that the Transactions is in the best interests of all Security holders and unanimously recommend that all Perseverance Share holders and Option holders vote in favour of the Schemes and that all Note holders vote in favour of the Extraordinary Resolution, in the absence of a Superior Proposal.
In the absence of a Superior Proposal from another party, each Director in tends to vote in favour of the resolutions required to approve the Schemes, in respect of all Perseverance Shares and any Options held by him or in which he has a relevant interest at the date of the Scheme Meetings.
Northgate Updates Progress on Perseverance Acquisition
quote:VANCOUVER, British Columbia--(BUSINESS WIRE)--Northgate Minerals Corporation (AMEX: NXG - News) (TSX: NGX - News) is pleased to announce that the holders of the convertible subordinated notes of Perseverance Corporation Limited have approved the extraordinary resolution as set out in the Meeting of Noteholders held on December 17, 2007.