COLLUSIVE OFFER
posted on
Aug 09, 2008 10:17AM
The company whose shareholders were better than its management
Between July 16 and July 19, 2008, a number of meetings and discussions took place regarding the terms
and structure of a possible transaction, which involved members of the Aurelian and Kinross management
teams, including Messrs. Burt and Anderson, and also including on certain of the occasions members of the
special committee of the board of directors of Aurelian. A meeting of the Kinross special committee took place
on July 18, 2008, at which members of Kinross management and its financial advisors updated the members of
the Kinross special committee on the recent developments (including political and regulatory developments in
Ecuador) in the transaction process, and were provided with the authority to continue the negotiations towards
an agreed transaction.
Over the course of these meetings and discussions, the Kinross representatives expressed their view that the
very substantial premium range being sought by Aurelian would only be the basis for a transaction in the event
that the proposed transaction terms included a concurrent private placement that would provide Kinross with a
strategic investment in Aurelian regardless of the outcome of the proposed acquisition. Kinross subsequently
made a non-binding proposal to Aurelian that included such a private placement of 15 million Aurelian Shares,
and for an acquisition of Aurelian on the basis of consideration consisting of 0.317 of a Kinross Share plus
0.1429 of a Kinross Warrant for each Aurelian Share, which at the time represented a premium of approximately
92% based on the July 18, 2008, closing prices of the two companies on the TSX, or 57% based on the volumeweighted
average price of the common shares of the two companies on the TSX for the 20 trading days ended
July 18, 2008, respectively.
Read the above carefully....it is from page 40 of the Kinross Offer....THIS IS OBVIOUS COLLUSION TO STACK THE DECK IN FAVOR OF KINROSS IN THIS DEAL
It clearly says that we need a plus "because we are giving you a significant premium" so sell us 15 Million shares (cheap) and we will make this deal.....