Zijn Mining and Continental Gold have announced that Zijin will acquire all of the outstanding shares of Continental for a total value of CAN$1.4 billion on a fully diluted basis.
Newmont Goldcorp and directors and officers of Continental, collectively holding approximately 21.5% of the outstanding Continental common shares, have entered into agreements to support the transaction.
The transaction will be completed pursuant to a plan of arrangement under the Business Corporations Act (Canada). The transaction will be subject to the approval of at least 66% of the votes cast by shareholders and more than 50% of the votes cast by disinterested shareholders at a special meeting of Continental shareholders expected to be held in January 2020.
In addition to shareholder approval, the transaction is also subject to the receipt of certain regulatory, court and stock exchange approvals and other closing conditions customary in transactions of this nature.
The agreement includes, among other things, a non-solicitation covenant on the part of Continental (subject to customary fiduciary out provisions) and a right for Zijin to match any competing offer that constitutes a superior proposal. Under certain circumstances, Zijin would be entitled to a US$35 million termination fee and Continental would be entitled to a US$35 million reverse termination fee or may require Zijin to purchase US$35 million of Continental shares at the offer price.
Full details of the transaction will be included in Continental's management information circular, which is expected to be mailed to shareholders in December 2019 with the shareholders meeting expected to take place in January 2020.
Read the article online at: https://www.globalminingreview.com/finance-business/09122019/zijin-mining-to-acquire-continental-gold/