EBX ANNOUNCES INTENTION TO MAKE ALL-CASH OFFER TO ACQUIRE VENTANA GOLD CORP.
TORONTO, Nov. 17 /CNW/ - EBX today announced its intention to make an all-cash offer to acquire all of the issued and outstanding common shares of Ventana Gold Corp. ("Ventana") (TSX:VEN) that it does not own at a price of C$12.63 in cash per Ventana common share (the "Offer").
63X Master Fund, a company indirectly controlled by Eike F. Batista, beneficially owns approximately 20,806,000 common shares of Ventana (including common shares underlying outstanding special warrants owned by 63X Master Fund), representing approximately 20% of Ventana's outstanding common shares (on a fully diluted basis).
The Offer values the total equity of Ventana at approximately C$1.5 billion on a fully diluted basis.
The Offer represents an attractive premium of 26 per cent to the closing price of Ventana's common shares on the Toronto Stock Exchange ("TSX") on November 16, 2010. It is also a premium of 30 per cent to the volume weighted average trading price of Ventana's common shares on the TSX for the 30-day trading day period ended on the same date. The Offer will be fully funded and provides Ventana's shareholders with immediate liquidity and certainty of value regarding Ventana's growth potential in the face of volatile equity markets.
About the Offer
EBX plans to formally commence its Offer as soon as practicable. The Offer will be open for acceptance for not less than 35 days from the date of its commencement.
The Offer will be subject to certain conditions, including, without limitation, that the Ventana common shares tendered under the Offer constitute more than 66 2/3% of the common shares of Ventana then outstanding on a fully-diluted basis (including, without limitation, the common shares underlying Ventana's outstanding special warrants), that are not held by 63X Master Fund and its affiliates. The Offer will also be conditional upon receipt of all necessary regulatory approvals, no material adverse change in Ventana and other conditions customary for transactions of this nature. The Offer will not be subject to any financing condition.
Full details of the Offer will be included in the formal offer and take-over bid circular to be publicly filed and subsequently mailed to Ventana's shareholders. EBX is requesting a list of Ventana's shareholders and expects to mail the formal offer and take-over bid circular to Ventana's shareholders as soon as practicable.