Eldorado Gold Announces Friendly Transaction with Glory Resources Limited Board
Recommended Off-Market Takeover Bid of A$0.17 Cash Per
VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 10/30/13 -- Eldorado
Gold Cooperatief UA ("Eldorado"), a wholly-owned subsidiary of
Eldorado Gold Corporation (TSX:ELD)(NYSE:EGO) today announces that
Eldorado will acquire, through a friendly off-market cash takeover
(the "Offer"), all of the outstanding shares of Glory Resources
Limited ("Glory") (ASX:GLY) not already owned or controlled by
Eldorado for total consideration of approximately A$30.5 million.
Eldorado currently owns 19.9% of the shares in Glory.
Under the Offer, each shareholder of Glory other than Eldorado will
be entitled to receive A$0.17 cash per share (subject to the terms
and conditions to the Offer), which represents a premium of
approximately 42% over the closing price of Glory on October 30,
2013. Eldorado also proposes to acquire all the issued options of
Glory for total consideration of approximately A$1.8 million.
Additionally, in connection with the Offer, Eldorado proposes to
settle Glory's deferred obligations in the Sapes Gold Project
("Sapes") to Cape Lambert Resources Limited for A$6.5 million.
Glory is focused on advancing the high grade Sapes project located
approximately 15 km from our Perama Hill project in Thrace, Greece.
Glory has reported the Sapes project has JORC compliant total proven
and probable reserves of 637,000 ounces of gold at an average grade
of 15.1 g/t.
"The acquisition of the Sapes project reaffirms our belief in the
geologic potential of Thrace, which, when realized, will bring
significant benefits to the region as these deposits are developed in
a socially and environmentally responsible manner," said Paul Wright,
Chief Executive Officer of Eldorado Gold Corporation. "The Sapes
project is a complementary asset to our existing portfolio and will
benefit from synergies with Perama Hill and our other Greek assets."
Bid Implementation Agreement
Glory has entered into a Bid Implementation Agreement (the "BIA")
with Eldorado. The BIA sets out the obligations of Glory and Eldorado
in the implementation of the Offer. The BIA sets out various
conditions to the Offer, which include applicable regulatory and
government approvals and Eldorado acquiring at least 90% of the
shares and options. The BIA contains certain customary exclusivity
provisions typical for a transaction of this nature in favour of
Eldorado, including no shop and no talk provisions, right to match
superior proposals and a break fee. In addition, the BIA contains
various other restrictions on the conduct of Glory's business during
the offer period. A copy of the BIA has been released on the ASX
Glory's Board of Directors, has unanimously recommended the Offer to
Glory shareholders and all Glory directors intend to accept the Offer
with respect to their own holdings, in each case in the absence of a
Financial and Legal Advisors
Eldorado's financial advisor is GMP Securities L.P. and its legal
advisors are Herbert Smith Freehills in Australia and Fasken
Martineau DuMoulin LLP in Canada.
Glory shareholders and other interested parties are advised to read
the material relating to the Offer that will be filed by Eldorado and
Glory with the ASX and Australian Securities and Investments
This press release does not constitute an offer to buy or an
invitation to sell, or the solicitation of an offer to buy or
invitation to sell any of the securities of Glory.
ON BEHALF OF ELDORADO GOLD CORPORATION
Paul N. Wright, Chief Executive Officer
About Eldorado Gold Corporation
Eldorado Gold Corporation is a gold producing, exploration and
development company actively growing businesses in Turkey, China,
Greece, Brazil and Romania. With our international expertise in
mining, finance and project development, together with highly skilled
and dedicated staff, we believe that our company is well positioned
to grow in value as we create and pursue new opportunities.
Certain of the statements made herein may contain forward-looking
statements or information within the meaning of the United States
Private Securities Litigation Reform Act of 1995 and applicable
Canadian securities laws. Often, but not always, forward-looking
statements and forward-looking information can be identified by the
use of words such as "plans", "expects", "is expected", "budget",
"scheduled", "estimates", "forecasts", "intends", "anticipates", or
"believes" or the negatives thereof or variations of such words and
phrases or statements that certain actions, events or results "may",
"could", "would", "might" or "will" be taken, occur or be achieved.
Forward-looking statements or information herein include, but are not
limited, to the statements and information in respect of the Offer
and the Sapes project, the intent of directors of Glory to vote in
favour of the acquisition, the proposal to settle deferred
obligations and the potential synergies with our other Greek assets.
Forward-looking statements and forward-looking information by their
nature are based on assumptions and involve known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance or achievements to be materially different from any
future results, performance or achievements expressed or implied by
such forward-looking statements or information. We have made certain
assumptions about the forward-looking statements and information and
even though we believe that such statements or information are
reasonable, there can be no assurance that the forward-looking
statement or information will prove to be accurate. Furthermore,
should one or more of the risks, uncertainties or other factors
materialize, or should underlying assumptions prove incorrect, actual
results may vary materially from those described in forward-looking
statements or information. These risks, uncertainties and other
factors include, among others, the following: ability to meet the
conditions of the Offer, including obtaining applicable regulatory
and governmental approvals, factors that would affect any potential
synergies of the acquisition, tendering to the offer by a requisite
plurality of the shareholders of Glory, a potential superior
proposal, approval of the proposals by option holders, the timing and
prospects for the implementation of the Offer, the ability to advance
the Sapes Project, risks associated with acquisitions, including the
integration of acquired business taking longer than expected, the
anticipated benefits of the integration may be less than estimated
and the costs of the acquisition may be higher than anticipated, the
impact of the expanded portfolio of projects on operations, capital
requirements and the ability to complete acquisitions; gold price
volatility; discrepancies between actual and estimated production,
mineral reserves and resources and metallurgical recoveries; mining
operational and development risk; litigation risks; regulatory
restrictions, including environmental regulatory restrictions and
liability; risks of sovereign investment and operating in foreign
countries, including controls, regulations and political or economic
developments in the countries in which we currently or may in the
future conduct businesses; community and non-governmental actions and
regulatory risks, including the possibility of a shutdown at any of
our operations, currency fluctuations; speculative nature of gold
exploration; global economic climate; dilution; share price
volatility; competition; loss of key employees; additional funding
requirements; and defective title to mineral claims or property, as
well as those factors discussed in the sections entitled
"Forward-Looking Statements" and "Risk Factors" in the Company's
Annual Information Form & Form 40-F dated March 28, 2013.
There can be no assurance that forward-looking statements or
information will prove to be accurate, as actual results and future
events could differ materially from those anticipated in such
statements. Accordingly, you should not place undue reliance on the
forward-looking statements or information contained herein. Except as
required by law, we do not expect to update forward-looking
statements and information continually as conditions change and you
are referred to the full discussion of the Company's business
contained in the Company's reports filed with the securities
regulatory authorities in Canada and the U.S.
Cautionary Note to US Investors Concerning Estimates of Proven and
Note to U.S. Investors. While the terms "proven and probable
reserves", are defined in the 2004 Australasian Code for Reporting of
Exploration Results, Mineral Resources and Ore Reserves as published
by the Joint Ore Reserves Committee of the Australasian Institute of
Mining and Metallurgy, Australian Institute of Geoscientists and
Minerals Council of Australia ("JORC"), they are not defined terms
under standards in the United States and normally are not permitted
to be used in reports and registration statements filed with the SEC.
As such, information contained in this press release concerning
descriptions of proven and probable reserves using the JORC standards
may not be comparable to similar information made public by U.S.
companies in SEC filings.
According to Glory, the information on Glory reserves are based on
the JORC Code. Estimates of proven and probable reserves prepared in
accordance with the JORC Code would not be materially different if
prepared in accordance with the Canadian Institute of Mining,
Metallurgy and Petroleum (the "CIM") Definitional Standards on
Mineral Resources and Mineral Reserves adopted by the CIM Council.
Cautionary Note Regarding Glory Information
Information on Glory was provided by Glory or derived from Glory's
public disclosure. Eldorado is not responsible for the information
provided by or contained in Glory's public disclosure.
Eldorado Gold Corporation's common shares trade on the Toronto Stock
Exchange (TSX:ELD) and the New York Stock Exchange (NYSE:EGO).
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Eldorado Gold Corporation
VP Investor Relations
604.601-6650 or 1.888.353.8166
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