Kinbauri Directors Unanimously Recommend that Shareholders ACCEPT Orvana's Increased Offer at $0.75 per Share
19 8월 2009 - 3:43AM
Marketwired
Kinbauri Gold Corp. ("Kinbauri") (TSX VENTURE: KNB) (FRANKFURT:
3KG.DE) has been advised that Orvana Minerals Corp. ("Orvana")
(TSX: ORV) today announced that a total of 42,673,308 Kinbauri
common shares were validly tendered as of August 17, 2009 under
Orvana's offer to purchase at a price of $0.75 per common share all
of the outstanding shares of Kinbauri (the "Offer"). Orvana has
announced that it has waived the condition of its offer that not
less than 66 2/3% of the shares of Kinbauri (calculated on a
fully-diluted basis) shall have been deposited under the Offer. As
all conditions of the Offer have been satisfied or waived, Orvana
has announced that it has taken up the 42,673,308 shares tendered
to date under the Offer.
Kinbauri today announced that its Board of Directors has
determined to work together with Orvana to provide an orderly
transition of the business of Kinbauri. The Board of Directors has
unanimously recommended that Kinbauri shareholders ACCEPT the
all-cash Offer by Orvana to acquire the common shares of Kinbauri
at a price of $0.75 per share.
The directors of Kinbauri unanimously recommend that, in the
absence of a superior offer, Kinbauri shareholders ACCEPT Orvana's
revised Offer. The directors of Kinbauri intend to tender their
common shares to the Offer.
Dr. Vern Rampton, President & CEO, Kinbauri commented, "Our
shareholders have spoken, and now it is in the best interests of
the El Valle/Carles project and our employees in Spain that we move
ahead expeditiously with this transaction. I want to thank our
shareholders for standing by us and helping to increase the bid
from $0.55 per share to $0.75 per share. The board congratulates
Orvana on the acquisition of this excellent asset and assures
cooperation of Kinbauri in completing a smooth transition and
providing any assistance with the project's development."
Gryphon Partners, financial advisor to the Special Committee,
has provided an opinion that, as of August 13, 2009, the
consideration under the Offer is fair, from a financial point of
view, to the shareholders of Kinbauri.
NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES
PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX
VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR
ACCURACY OF THIS RELEASE.
This press release contains certain forward-looking statements,
which are based on the opinions and estimates of management at the
date the statements are made, and are subject to a variety of risks
and uncertainties and other factors that could cause actual events
or results to differ materially from those projected. Kinbauri
undertakes no obligation to update forward-looking statements if
circumstances or management's estimates or opinions should change.
The reader is cautioned not to place undue reliance on
forward-looking statements.
Contacts: Kinbauri Gold Corp. Mr. Vern Rampton President &
CEO 613-836-2594 613-831-2730 (FAX) vrampton@kinbauri-gold.com
Kinbauri Gold Corp. Darrell Munro, BB.A, LL.B, Manager Corporate
Communications 613-836-0198 dmunro@kinbauri-gold.com Europe
INVESTEL Ruediger (Rudy) Hnyk, CEO Investor Relations &
Telecommunications ceo@investel.de
Kinbauri Gold Corp Com Npv (TSXV:KNB)
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