AuRico Gold Announces Successful $300 Million Substantial Issuer Bid
TORONTO, January 24, 2013
TORONTO, January 24, 2013 /PRNewswire/ --
(all amounts are in US dollars unless otherwise indicated)
AuRico GoldInc. (TSX: AUQ) (NYSE: AUQ), ("AuRico" or "the Company") today
announced the preliminary results of its "modified Dutch auction" substantial
issuer bid (the "Offer") to purchase for cancellation up to $300,000,000 of
its outstanding common shares (the "Shares").
Shareholders of AuRico had the opportunity under the terms of the Offer to
tender their Shares until 5:00p.m. EST on January 23, 2013 by electing an
auction tender at a price of their choice between $8.30 and $9.30 per Share
or, alternatively, by electing a purchase price tender at which they could
sell their Shares at the Purchase Price (as defined below) to be determined by
the Company pursuant to the Offer.
All the terms and conditions of the Offer have been complied with or waived
and, based on a preliminary count by Computershare Investor Services Inc., as
depositary for the Offer (the "Depositary"), AuRico expects to take up and pay
for approximately 36,144,578 Shares at a price of $8.30 per Share (the
"Purchase Price"). The Shares expected to be purchased under the Offer
represent approximately 12.8% of the Shares issued and outstanding prior to
giving effect to the Offer. After giving effect to the Offer, the number of
issued and outstanding Shares is expected to be approximately 246,395,391.
"We are very pleased with the success of this share repurchase program as it
delivers the first step in our commitment to shareholder friendly initiatives.
The Substantial Issuer Bid has allowed the Company to return $300 million in
excess capital to our shareholders and will reduce our issued shares
outstanding by approximately 13%. This reduced share count will further
leverage shareholders' "per share" exposure to the Company's growing
production and cash flow profile as well as other profitability metrics.
Additionally, as part of our ongoing commitment to shareholder returns, the
Company intends to announce the details of an ongoing dividend policy before
the end of March," said Scott Perry, President and CEO. He continued, "We have
begun 2013 with a portfolio of quality assets, a strong organic growth profile
and a management team committed to delivering shareholder value."
Approximately 123,174,377 Shares were properly tendered to the Offer. As the
Offer was oversubscribed, validly tendering shareholders at the Purchase Price
will have the number of Shares purchased prorated following determination of
the final results of the Offer, except that "odd lot" tenders (of holders
beneficially owning fewer than 100 Shares) will not be subject to pro-ration.
AuRico expects that tendering shareholders subject to pro-ration will have
approximately 34% of their tendered Shares purchased by AuRico under the
The number of Shares to be purchased under the Offer, the pro-ration factor
and the Purchase Price are preliminary. Final results will be determined
subject to confirmation by the Depository of the proper delivery of the Shares
validly tendered and not withdrawn. Upon take-up and payment of the Shares
repurchased, AuRico will release the final results, including the final
Purchase Price and pro-ration factor. Shares tendered to the Offer but not
purchased will be returned to shareholders as soon as practicable.
The full details of the substantial issuer bid are described in the offer to
purchase and circular dated December 17, 2012, as well as the related letter
of transmittal and notice of guaranteed delivery, copies of which were filed
with Canadian securities regulators (available on SEDAR at
http://www.sedar.com ) and, together with a tender offer statement on Schedule
TO, were filed with the United States Securities and Exchange Commission
(available at http://www.sec.gov ).
RBC Dominion Securities Inc. and, RBC Capital Markets, LLC acted as dealer
managers in connection with the Offer in Canada and the United States,
respectively, and as financial advisor to AuRico.
About AuRico Gold
AuRico Gold is a leading Canadian gold producer with mines and projects in
North America that have significant production growth and exploration
potential. The Company is focused on its core operations including the
Young-Davidson gold mine in northern Ontario, which declared commercial
production on September 1, 2012 and the El Chanate mine in Sonora State,
Mexico. AuRico's project pipeline also includes advanced development
opportunities in Mexico and British Columbia. AuRico's head office is located
in Toronto, Ontario, Canada.
Certain information included in this news release constitutes forward-looking
statements, including any information as to our projects, plans and future
financial and operating performance. All statements, other than statements of
historical fact, are forward-looking statements. The words "expect",
"believe", "anticipate", "will", "intend", "estimate", "forecast", "budget",
"schedule" and similar expressions identify forward-looking statements.
Forward-looking statements are necessarily based upon a number of factors and
assumptions that, while considered reasonable by management, are inherently
subject to significant business, economic and competitive uncertainties and
contingencies. Known and unknown factors could cause actual results to differ
materially from those projected in the forward-looking statements. Such
factors include, but are not limited to: changes to current estimates of
mineral reserves and resources; fluctuations in the price of gold; changes in
foreign exchange rates (particularly the Canadian dollar, Mexican peso and
U.S. dollar); the impact of inflation; changes in our credit rating; the
ongoing substantial issuer bid; any decisions to implement a dividend;
employee relations; litigation; disruptions affecting operations; availability
of and increased costs associated with mining inputs and labor; development
delays at the Young-Davidson mine; operating or technical difficulties in
connection with mining or development activities; inherent risks associated
with mining and mineral processing; the risk that the Young-Davidson, and El
Chanate mine and may not perform as planned; uncertainty with the Company's
ability to secure capital to execute its business plans; the speculative
nature of mineral exploration and development, including the risks of
obtaining necessary licenses and permits; contests over title to properties;
changes in national and local government legislation in Canada, Mexico and
other jurisdictions in which the Company does or may carry on business in the
future; risk of loss due to sabotage and civil disturbances; the impact of
global liquidity and credit availability and the values of assets and
liabilities based on projected future cash flows; risks arising from holding
derivative instruments; business opportunities that may be pursued by the
Company Many of these uncertainties and contingencies can affect our actual
results and could cause actual results to differ materially from those
expressed or implied in any forward-looking statements made by, or on behalf
of, us. Readers are cautioned that forward-looking statements are not
guarantees of future performance. All of the forward-looking statements made
in this press release are qualified by these cautionary statements. Specific
reference is made to the most recent Form 40-F/Annual Information Form on file
with the SEC and Canadian provincial securities regulatory authorities for a
discussion of some of the factors underlying forward-looking statements. The
Company disclaims any intention or obligation to update or revise any
forward-looking statements whether as a result of new information, future
events or otherwise, except as required by applicable law.
For further information: For further information please visit the AuRico Gold
website at http://www.auricogold.com or contact:Scott Perry Chief Executive
Officer AuRico Gold Inc. +1-647-260-8880Anne Day Vice President, Investor
Relations and Communications AuRico Gold Inc. +1-647-260-8880
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