Endeavour offered 0.285 of its shares for each Adamus share, the Cayman Islands-based company said in a statement today. That values Perth-based Adamus at 67.48 Australian cents based on Endeavour’s closing price on Aug.19. That’s a 6.9 percent premium to Adamus’ last close before the offer.
Combining the companies’ assets will boost Endeavour’s output to 172,000 ounces a year, up from 84,000 ounces. There have been $27 billion of gold takeovers this year, compared with a record $36 billion last year, according to data compiled by Bloomberg, as gold prices continue to set record highs.
“This combination will create a stronger and better positioned company with the financial strength to grow through strategic acquisitions,” Neil Woodyear, chief executive officer of Endeavour, said in the statement. “Merging with Adamus is a significant step forward as we seek to become a mid-tier gold producer.”
Adamus shares gained 9.2 percent to 71 cents at the 4:10 p.m. close of Sydney trading, trimming losses this year to 12 percent.
Endeavour shareholders will control 55.1 percent of the combined group on a fully diluted basis, Endeavour said. Following the takeover, described as a merger of equals, Woodyear will become CEO of the new company, and Adamus’ CEO Mark Connelly will be chief operating officer.
The transaction would “enable accelerated growth through the combined portfolio of development and exploration projects,” Connelly said.
The combined company will produce 250,000 ounces by 2013 from its existing pipeline of projects, the statement said. Gold has gained 32 percent this year and reached a record today of $1,870.8 an ounce.
Adamus is being advised by CIBC Australia Ltd. and has retained Allion Legal and Fraser Milner Casgrain LLP as its legal counsel. Endeavour is using Stikeman Elliott and Allens Arthur Robinson. It has hired GMP Securities L.P. to provide a fairness report.
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