Aurelian Resources Was Stolen By Kinross and Management But Will Not Be Forgotten
The company whose shareholders were better than its management
Message: No reson to tender your shares
Hi Folks, I was initially concerned about what could happen if one didnt accept the offer and the deal went through. Here is the excerpt from the SEDAR filing. We cant be forced to take less than the initial consideration if a white knight doesnt emerge (I like how Barrick is now possibly our White Knight haha). I for one will not respond to anything from Kinross at this ridiculous offer. 2.8 Subsequent Acquisition Transaction If, within 120 days after the date of the Offer, the Offer has been accepted by holders of not less than 90% of the outstanding Common Shares (on a fully diluted basis), other than Common Shares held at the date of the Offer by or on behalf of Kinross or an affiliate or associate of Kinross, Kinross shall, to the extent possible, acquire the remainder of the Common Shares from those Shareholders who have not accepted the Offer pursuant to Section 206 of the CBCA and otherwise in accordance with applicable Laws (a ”
Compulsory Acquisition
”). If such statutory
right of acquisition is not available, Kinross shall pursue other lawful means of acquiring the remaining Common Shares not tendered to the Offer. Upon Kinross taking up and paying for more than 66
⅔
% of the outstanding Common Shares (on a fully diluted basis) under the Offer,
the Company will assist Kinross in connection with any compulsory acquisition, proposed amalgamation, statutory arrangement, capital reorganization or other transaction of the Company and Kinross or an affiliate of Kinross to acquire the remaining Common Shares (a “
Subsequent
Acquisition Transaction
”) provided that the consideration per Common Share offered in
connection with the Subsequent Acquisition Transaction is at least equivalent in value to the consideration per Common Share offered by Kinross under the Offer and further provided that for this purpose, in calculating the value of the consideration offered in any Subsequent Acquisition Transaction, each Kinross Share and each Kinross Warrant shall be deemed to be at least equivalent in value to each Kinross Share and Kinross Warrant, respectively, offered under the Offer.
2.9 Alternative Transaction Structure
At the request of Kinross, the Company shall use commercially reasonable efforts to assist
Kinross to successfully implement and complete any alternative transaction structure that would
result in Kinross acquiring, directly or indirectly, all of the Common Shares (including, for
greater certainty, an Acquisition Proposal) so long as such an alternative transaction: (a) would
not prejudice the Shareholders; (b) would provide Shareholders with consideration not less than
the Offered Consideration per Common Share receivable under this Agreement and would
provide for the acquisition of all the outstanding Common Shares; (c) would not result in a delay
or time to completion materially longer than the Offer; and (d) is otherwise on terms and
conditions no more onerous in any material respect than the Offer and this Agreement. In the
event that the transaction structure is so modified, the relevant provisions of this Agreement shall
be modified as necessary in order that they shall apply with full force and effect,
mutatis
mutandis
, but with the adjustments necessary to reflect the revised transaction structure, and the
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