GBS Gold International has declared its takeover bid for Northern Gold unconditional after the target's major shareholder accepted the offer.
GBS Gold International has declared its takeover bid for Northern Gold unconditional after the target's major shareholder accepted the offer.
The ASX statement reads:
Northern Gold NL ("Northern Gold") today announces that the takeover offer made by GBS
Gold International Inc (through its wholly-owned subsidiary GBS Gold Australia Pty Ltd)
("GBS") has been declared by GBS to be free of all conditions following acceptance by
Northern Gold's major 57% shareholder, Pilatus Gold Corporation Pty Ltd. GBS now has a
relevant interest of 61.7% in Northern Gold, and has also reduced the time period for
payment of the takeover consideration to ten business days.
As a result, the directors of Northern Gold recommend that Northern Gold shareholders
ACCEPT the GBS takeover offer, in the absence of a superior offer. Each director of
Northern Gold who had an interest in Northern Gold shares has accepted the GBS takeover
offer in respect of their shareholding. Attached is a letter which will be sent to Northern Gold
shareholders today regarding the status of the GBS takeover offer.
Following the above developments, Mr Peter Bucher and Mr Steven Chadwick have today
resigned from the Boards of Northern Gold and its various group entities, and GBS has
appointed Mr Ronnie Beevor (Chairman) and Mr Tony Simpson as directors. The Board
sincerely thanks Mr Bucher and Mr Chadwick for their efforts, in particular Mr Chadwick
who has been an executive director of the Company for the last ten years.
Enquiries to:
Northern Gold NL Shareholder Information Line
1800 118 938 (within Australia) and +61 8 9386 2651 (from outside Australia)
www.northerngold.com.au
11 November 2005
A.C.N. 009 620 937
Level 2, 35 Ventnor Avenue
West Perth, Western Australia, 6005
AUSTRALIA
Tel: +61 (0)8 9486 1855
Fax: +61 (0)8 9486 4755
11 November 2005
Dear Northern Gold Shareholder
GBS takeover offer declared unconditional and payment terms abridged
You should have recently received a Target's Statement from Northern Gold NL (Northern
Gold) in response to the recent cash and scrip off-market takeover offer from GBS Gold
Australia Pty Limited (GBS Australia), a wholly-owned subsidiary of GBS Gold
International Inc. (GBS). GBS Australia is offering A$0.17 cash per Northern Gold share,
plus one GBS share for every fourteen Northern Gold shares held (which equates to A$2.38
cash and one GBS share for every fourteen Northern Gold shares held).
On 11 November 2005, GBS Australia announced to the ASX that:
− it has declared its takeover offer for Northern Gold unconditional, following the receipt of
valid acceptances for not less than 50.1% (by number) of Northern Gold shares on issue
and the announcement by Northern Gold on 9 November 2005 that it has received FIRB
approval for the acquisition of the remaining 50% interest in the Burnside Joint Venture;
and
− it has abridged the time for payment of the consideration under its takeover offer to
ensure that payment is made not more than 10 business days after 11 November 2005 or
the date the offer is accepted by a Northern Gold Shareholder (whichever is the later).
As a result of this announcement, each of the Directors of Northern Gold recommend
that Northern Gold Shareholders ACCEPT the GBS takeover offer, in the absence of a
superior offer.
In accordance with this recommendation, each of the Directors of Northern Gold who had an
interest in Northern Gold shares has accepted the GBS takeover offer in respect of their
shareholding.
In particular, Northern Gold shareholders should note the following developments in relation
to the GBS takeover offer:
- Northern Gold's major shareholder has accepted the GBS takeover offer: The
Company's 57% shareholder, Pilatus Gold Corporation Pty Ltd, has accepted the GBS
takeover offer such that GBS Australia now controls Northern Gold.
- A reasonable premium: The GBS takeover offer values a Northern Gold share at
A$0.334 as at 10 November 2005 (based on the closing share price of GBS Shares on
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TSX Venture Exchange on that date of C$2.00 and the A$/C$ exchange rate of 0.870).
Northern Gold Shareholders should note that the GBS takeover offer includes a GBS
share component and so the implied Offer price for Northern Gold Shares is dependent on
the GBS share price and the A$/C$ exchange rate from time to time.
As shown in the chart below, the price of Northern Gold shares on ASX has continued to
follow movements in (albeit at a discount to) the implied offer price since the
announcement of the GBS takeover offer.
