Merger announcement
posted on
Jun 24, 2011 10:10AM
Golden Minerals is a junior silver producer with a strong growth profile, listed on both the NYSE Amex and TSX.
GOLDEN, COLORADO and TORONTO--(Marketwire - 06/24/11) - Golden Minerals Company (AMEX:AUMN - News) (TSX:AUM - News) ("Golden Minerals") and ECU Silver Mining Inc. (TSX:ECU - News) ("ECU") are pleased to announce that they have entered into a definitive agreement to combine the two companies creating a new leading junior silver mining company with a portfolio of growth projects, primarily in Mexico and Argentina. The combined company will retain the Golden Minerals name and remain headquartered in Golden, Colorado. The combination of Golden Minerals and ECU (the "Transaction"), which represents a merger of equals, has been unanimously agreed to by the boards of directors of Golden Minerals and ECU, and both boards of directors will be recommending that their respective shareholders vote in favor of the proposed Transaction.
Under the terms of the Transaction, which will be structured as a plan of arrangement (the "Arrangement") under the Québec Business Corporations Act, each ECU share will be exchanged for 0.05 Golden Minerals shares and $0.000394 in cash. Upon completion of the Transaction, existing Golden Minerals shareholders and ECU shareholders will own approximately 49% and 51%, respectively, of the outstanding common stock of the combined company.
The Sentient Group, one of Golden Minerals' largest stockholders with approximately a 19% ownership stake, has indicated to Golden Minerals that it supports and intends to vote in favor of the proposed Transaction. Sentient has also expressed an interest in investing further capital in the combined company to retain its current proportionate ownership, although no agreement has been reached.
Highlights of the Transaction:
Jeffrey Clevenger, President and CEO of Golden Minerals, stated "The combination of Golden Minerals and ECU presents a unique opportunity for the shareholders of both companies to participate in the creation of a new silver mining company with an attractive pipeline for further growth. It accelerates our combined corporate growth plans utilizing Golden Minerals' operating experience and ECU's strong record of exploration excellence and discovery. We will continue to grow the combined company with discipline, and use our financial strength with a view to creating future value for all of our shareholders."
Michel Roy, Chairman and CEO of ECU, stated "This combination represents a true merger of equals and provides the shareholders of both companies an opportunity to participate in a uniquely positioned silver mining company. Golden Minerals' and ECU's asset portfolios and management teams are highly complementary and provide both companies with increased opportunities to leverage the extensive, highly prospective projects in Mexico, Argentina and Peru."
http://finance.yahoo.com/news/Golden-Minerals-Company-and-iw-2448467955.html?x=0&.v=1