New Island Resources Inc. Board of Directors Unanimously Recommends Shareholders Reject Hostile Take-Over Bid of Anaconda Mining
24 7월 2010 - 12:22AM
Marketwired
The Board of Directors (the "Board") of New Island Resources Inc.
("New Island") (TSX VENTURE: NIS) today released its recommendation
to shareholders to reject the hostile take-over bid (the "Anaconda
Offer") by Anaconda Mining Inc. ("Anaconda") (TSX: ANX) contained
in the take-over bid circular filed by Anaconda with Canadian
securities regulators on June 11, 2010. In a Directors' Circular
(the "Directors' Circular") filed with Canadian securities
regulators today, the Board recommends that shareholders of NIS not
tender their New Island shares to the Anaconda Offer, or, if they
have already tendered shares, to take the requisite steps to
withdraw their New Island shares as permitted by the terms of the
Anaconda Offer.
In making its recommendation, the Board considered numerous
factors, including the recommendation of New Island's independent
directors and the opinion of Salman Partners Inc. of Toronto,
Ontario, the financial advisors retained by New Island, based on
their evaluation of the Anaconda Offer. The opinion of Salman
Partners Inc. is that the consideration offered by Anaconda under
the Anaconda Offer is inadequate, from a financial point of view,
to New Island shareholders. The full text of the opinion of Salman
Partners Inc. is included as Schedule 'B' to the Directors'
Circular, along with a detailed discussion of the Board's reasons
for recommending that shareholders reject the Anaconda Offer. New
Island shareholders are urged to read the Directors' Circular in
its entirety. It is available from the System for Electronic
Document Analysis and Retrieval (SEDAR) website at: www.sedar.com
under New Island's profile.
Reasons for Recommendation
The New Island Board believes that Anaconda's offer of one (1)
Anaconda common share for 3.33 New Island common shares fails to
provide full value for New Island's assets and is an attempt by
Anaconda to acquire New Island without offering adequate
consideration to New Island shareholders. The Directors' Circular
sets out a number of reasons for this recommendation, including the
following:
-- the Anaconda Offer fails to adequately compensate New Island
shareholders for the strategic value of New Island's assets.
-- the timing of the Anaconda Offer is opportunistic and disadvantageous to
New Island shareholders.
-- delays caused by Anaconda, as operator, in developing the Pine Cove
project have significantly impaired New Island's operating cash flow,
and contributed to New Island's cash flow requirements and depressed
share price. In making the Anaconda Offer, Anaconda is taking advantage
of the depressed share price which it helped bring about.
-- Anaconda does not have a strategy focused on gold exploration and
development.
-- the Anaconda Offer does not reflect an adequate premium for control of
New Island.
-- the Anaconda Offer is below the premiums typically paid in Canadian
takeovers.
-- the consideration offered under the Anaconda Offer represents a discount
to the current trading price of New Island Shares.
-- the value of the consideration offered under the Anaconda Offer is
uncertain and entirely dependent on the value of Anaconda Shares, which
are subject to significant fluctuations.
-- as announced in a press release earlier today, New Island has negotiated
a superior deal with Mountain Lake Resources Inc. ("Mountain Lake"). The
Mountain Lake proposal involves an exchange of one Mountain Lake share
for every 4.25 New Island Shares, which represents an implied premium of
35.71% rather than a discount of 7.44% as proposed by the Anaconda
Offer.
-- The Anaconda Offer is highly conditional and not a firm offer.
-- Anaconda has engaged in a course of conduct aimed at preventing the
Board and the shareholders of New Island from having access to the
information necessary to evaluate the Anaconda Offer.
The Board recommends that New Island shareholders who have
already tendered their New Island shares to the Anaconda Offer
should contact their broker or dealer, or contact New Island
directly for information on how to withdraw any New Island shares
already tendered.
About New Island Resources Inc.
New Island is a diversified junior exploration company holding
gold and base metal properties in the Province of Newfoundland and
Labrador. Additional information concerning New Island may be
obtained on New Island's website at: www.newislandresources.com or
from the System for Electronic Document Analysis and Retrieval
(SEDAR) website at: www.sedar.com under New Island's profile.
ON BEHALF OF THE BOARD OF DIRECTORS
Harold Wareham, President and CEO
Statements contained in this release that are not historical
facts are forward-looking statements, which involve known and
unknown risks and uncertainties not under the company's control,
which may cause actual results, performance or achievements of the
company to be materially different from the results, performance or
expectations implied by these forward-looking statements.
"Neither the 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"
Contacts: New Island Resources Inc. Harold Wareham President
(709) 576-7711 info@newislandressources.com
New Island Resources (TSXV:NIS)
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