RNS Number:6415L
Bema Gold Corporation
07 November 2006
Bema Gold announces acquisition by Kinross Gold
Kinross Gold Corporation ("Kinross") (TSX: K, NYSE: KGC) and Bema Gold
Corporation ("Bema") (TSX/NYSE: BGO, AIM: BAU) are pleased to announce that
their Boards of Directors have unanimously approved Kinross' acquisition of Bema
in a US$3.1 billion transaction to create a US$7.9 billion major gold producer.
Highlights
Bema shareholders will vote at a meeting, expected to be held in mid-January
2007, to approve the acquisition. Upon successful completion of the transaction,
on a pro forma basis Kinross will have the following attributes:
* Mineral reserves and resources of 50 million ounces of gold; 80 million
ounces of silver and 2.9 billion pounds of copper
* Nine mines, in five countries, on three continents, with 4,700 employees
globally
* Excellent pipeline of major construction and future projects including
Paracatu in Brazil, Kupol in Russia and Cerro Casale in Chile
* Participation in exploration joint venture to drive new Russian growth
opportunities
* 2006 estimated production of 1.8 million gold equivalent ounces; growing
56 per cent to approximately 2.9 million ounces in 2009
* Estimated 2009 cost of sales per gold equivalent ounce at Kupol of
approximately US$130 will lower an already competitive cost profile
* Consolidated ownership of Refugio mine in Chile
* Cash of approximately US$350 million
* Immediate synergies
* Led by Kinross management team
"This acquisition will create exceptional value for shareholders," said Tye W.
Burt, President and Chief Executive Officer of Kinross. "By combining our
assets, operations and expertise, we have dramatically increased our gold
reserve and resource base to more than 50 million ounces. We will have a
well-balanced gold reserve profile with 39 per cent in Chile, 37 per cent in
Brazil, 16 per cent in North America and 8 per cent in Russia. These reserves,
coupled with our enhanced exploration pipeline, will put Kinross in a unique
position to take advantage of the robust gold price and provide investors with
an excellent portfolio of world-class assets."
"The Bema Board of Directors unanimously approved this transaction and an
independent advisor has provided an opinion that the transaction consideration
to be received by Bema shareholders is fair from a financial point of view. We
believe that our companies are a great fit due to complementary strengths,
geographic synergies and similar growth profiles," said Clive T. Johnson,
Chairman, President and Chief Executive Officer of Bema. "Bema shareholders are
getting an attractive premium to become part of a stronger company that will
create near- and long-term value for all shareholders. Further, we expect that
the combined Company will be re-rated in the market once the transaction is
complete."
This acquisition of Bema consolidates Kinross' ownership of Refugio and
increases its reserves in Chile and Russia. District exploration and operating
synergies will be realized by substantially increasing Kinross' position in the
Maricunga region in Chile and adding the Chukotka region in Russia.
"The addition of Russian operations and exploration opportunities through the
acquisition is a natural fit with our proven track record and mining expertise
in the country," said Burt. "Bema's Kupol project will be a cornerstone growth
asset that is expected to begin production in 2008. Kupol is fully financed and
will continue to be staffed by Bema's Russian management and construction
development team."
"This acquisition aligns perfectly with our strategic plan by increasing our
core asset base, adding exploration reach and increasing our growth from 2006
through 2009," said Burt. "This acquisition creates an even stronger
Canadian-based gold company that fortifies Canada's dominant position in the
global gold mining arena."
With a successful track record, Clive Johnson will lead a new company focused on
exploration and development ("NewCo"). Kinross will participate as an equity
investor and have a right of joint venture opportunities with NewCo in Russia.
Summary of the Transaction
The acquisition will be completed by way of a shareholder-approved plan of
arrangement whereby each Bema common share will be exchanged for 0.441 of a
Kinross common share representing a 34 per cent premium to the 20-day volume
weighted average price of Bema common shares on the TSX. Upon completion of this
transaction, 61 per cent of Kinross will be held by existing Kinross
shareholders and 39 per cent by existing Bema shareholders.
Following completion of the transaction, all outstanding options and warrants of
Bema will be exercisable to acquire that number of common shares of Kinross
determined by reference to the share exchange ratio.
Other terms of the transaction include an agreement by Bema to pay a break fee
to Kinross under certain circumstances in the amount of C$79 million. Bema has
also provided Kinross with certain other customary rights, including a right to
match competing offers.
The acquisition of Bema is subject to the parties completing due diligence and
entering into a further definitive agreement providing for the specific
mechanics for completing the transaction. The Board of Directors of Bema has
unanimously recommended the transaction to shareholders and will sign support
agreements in favour of the transaction. The Board of Directors has also
received an opinion from financial advisors to the effect that the consideration
to be received by Bema shareholders is fair from a financial point of view. The
acquisition is subject to all requisite regulatory approvals, third party
consents and other conditions customary in transactions of this nature. The
acquisition is expected to require the approval of (i) at least two-thirds of
the votes cast by Bema shareholders present in person or by proxy at a meeting
expected to be held in January 2007; and (ii) a majority of the votes cast by
Bema shareholders present in person or by proxy at such meeting, excluding votes
cast by those Bema shareholders required to be excluded pursuant to the minority
approval provisions of Ontario Securities Commission Rule 61-501 and Regulation
Q-27 of the Autorite des marches financiers. A proxy circular, setting out
details of the transaction and voting procedures, is expected to be mailed to
Bema shareholders in December 2006.
In this transaction, NewCo will purchase certain Bema assets for aggregate
consideration of US$20 million, including:
- An exploration alliance in Chukotka aimed at developing future gold
opportunities
- An exploration joint venture in northern Colombia with AngloGold Ashanti
Limited
- All of the shares of Petrex (Proprietary) Ltd.
Kinross will have a right to maintain a 9.9 per cent equity interest in NewCo
and an option to acquire up to 19.9 per cent of NewCo in any initial public
offering.
Board of Directors
Kinross will select one Bema nominee to be included in Kinross' management slate
of directors to be nominated for election at Kinross' next annual shareholders'
meeting. Until such time, the Bema nominee shall sit as an observer on the
Kinross board.
Advisors and Counsel
Kinross' Financial Advisor is Scotia Capital Inc. Strategic Advisors include
Rothschild Inc., GMP Securities LP and UBS Canada Securities Inc. and its legal
counsel is Blake, Cassels & Graydon LLP and Chadbourne & Parke LLP with regard
to Russian law matters. Bema's Financial Advisor is Genuity Capital Markets and
its legal counsel is Stikeman Elliott LLP. A special committee of Bema's Board
of Directors is receiving financial advice from BMO Capital Markets and its
legal counsel is Bennett Jones LLP.
Kinross Today
Kinross, a Canadian-based gold mining company, is the fourth largest primary
gold producer in North America and the eighth largest in the world. With eight
mines in Canada, the United States, Brazil and Chile, Kinross employs more than
3,700 people. Kinross maintains a strong balance sheet and a no gold hedging
policy. Kinross is focused on the strategic objective maximizing net asset value
and cash flow per share through a four-point plan built on growth from core
operations; expanding capacity for the future; attracting and retaining the best
people in the industry; and driving new opportunities through exploration and
acquisition. Kinross maintains listings on the Toronto Stock Exchange (symbol:
K) and the New York Stock Exchange (symbol: KGC).
Bema Today
Bema Gold Corporation is one of the world's fastest growing intermediate gold
producers with operating mines and development projects on three continents.
Bema is projected to produce one million ounces of gold annually by the year
2009. Bema is listed on the Toronto Stock Exchange and the New York Stock
Exchange (symbol: BGO) and on the AIM Exchange in London (symbol: BAU).
Conference Call
Kinross and Bema will hold a joint conference call with simultaneous web cast
presentation at 11 a.m. on November 6, 2006 to discuss this transaction.
Conference call details:
To access the conference call, dial:
In Toronto: 416-644-3420
In Vancouver: 604-677-8677
In North America (toll free): 1-866-250-4892
The presentation slide show will be available in PDF format for download from
the Kinross website at www.kinross.com in advance of the conference call.
A replay will be available after 2 p.m. until November 20, 2006. The replay
number is 416-640-1917 and the North American toll free number is
1-877-289-8525. To access the recording, please enter access code 21209025#.
Bema's Third Quarter conference call and webcast has been rescheduled to Tuesday
November 14, 2006 at 2 p.m. PST. To access the call, please dial 1-416-695-5261
or toll free 1-877-888-3490. A playback will be available for one week after
the call by dialing 1-416-695-5275 or toll free 1-888-509-0081, pass code:
632675. For more information, visit Bema's website at PRIVATE HREF="http://
www.bema.com" MACROBUTTON HtmlResAnchor www.bema.com.
Cautionary Statements
All statements, other than statements of historical fact, contained or
incorporated by reference in this media release, including any information as to
the future financial or operating performance of Kinross and Bema, constitute "
forward-looking statements" within the meaning of certain securities laws,
including the "safe harbour" provisions of the Securities Act (Ontario) and the
United States Private Securities Litigation Reform Act of 1995 and are based on
expectations, estimates and projections as of the date of this media release.
Forward-looking statements include, without limitation, statements with respect
to the future price of gold and silver, the estimation of mineral reserves and
resources, the realization of mineral reserve and resource estimates, the timing
and amount of estimated future production, costs of production, expected capital
expenditures, costs and timing of the development of new deposits, success of
exploration activities, permitting time lines, currency fluctuations,
requirements for additional capital, government regulation of mining operations,
environmental risks, unanticipated reclamation expenses, title disputes or
claims and limitations on insurance coverage. The words "plans," "expects," or
"does not expect," "is expected," "budget," "scheduled," "estimates," "
forecasts," "intends," "anticipates," or "does not anticipate," or "believes,"
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" and similar expressions identify forward-looking statements.
Forward-looking statements are necessarily based upon a number of estimates and
assumptions that, while considered reasonable by Kinross and Bema as of the date
of this media release, are inherently subject to significant business, economic
and competitive uncertainties and contingencies. The estimates and assumptions
of each of Kinross and Bema include, but are not limited to, the various
assumptions set forth in their respective most recent annual information form
and management's discussion and analysis as well as: (1) there being no
significant disruptions affecting operations, whether due to labour disruptions,
supply disruptions, damage to equipment or otherwise during the balance of 2006;
(2) development at Paracatu proceeding on a basis consistent with our current
expectations; (3) permitting and development at Buckhorn proceeding on a basis
consistent with Kinross' current expectations; (4) that the exchange rate
between the Canadian dollar, Brazilian real, Chilean peso and the U.S. dollar
will be approximately consistent with current levels; (5) certain price
assumptions for gold and silver; (6) prices for natural gas, fuel oil,
electricity and other key supplies remaining consistent with current levels; (7)
production forecasts meet expectations for the balance of 2006; and (8) the
accuracy of our current mineral reserve and mineral resource estimates. Known
and unknown factors could cause actual results to differ materially from those
projected in the forward-looking statements. Such factors include, but are not
limited to: fluctuations in the currency markets; fluctuations in the spot and
forward price of gold or certain other commodities (such as silver, diesel fuel
and electricity); changes in national and local government legislation,
taxation, controls, regulations and political or economic developments in
Canada, the United States, Chile, Brazil, Russia or other countries in which we
do or may carry on business in the future; business opportunities that may be
presented to, or pursued by, us; operating or technical difficulties in
connection with mining or development activities; the speculative nature of gold
exploration and development, including the risks of obtaining necessary licenses
and permits; and diminishing quantities or grades of reserves. In addition,
there are risks and hazards associated with the business of gold exploration,
development and mining, including environmental hazards, industrial accidents,
unusual or unexpected formations, pressures, cave-ins, flooding and gold bullion
losses (and the risk of inadequate insurance, or inability to obtain insurance,
to cover these risks). Many of these uncertainties and contingencies can affect
Kinross' and Bema's actual results and could cause actual results to differ
materially from those expressed or implied in any forward-looking statements
made by, or on behalf of, Kinross or Bema. There can be no assurance that
forward-looking statements will prove to be accurate, as actual results and
future events could differ materially from those anticipated in such statements.
All of the forward-looking statements made in this media release are qualified
by these cautionary statements. Specific reference is made to the respective
most recent annual information form, annual management's discussion and analysis
and other filings with the securities regulators of Canada and the United States
of each of Kinross and Bema. In addition, the following factors, among others,
related to the proposed business combination of Kinross and Bema could cause
actual results to differ materially from the forward-looking statements: the
businesses of Kinross and Bema may not be integrated successfully or such
integration may be more difficult, time-consuming or costly than expected; and
the expected combination benefit from the Kinross and Bema transaction may not
be fully realized or not realized within the expected time frame. These factors
are not intended to represent a complete list of the factors that could affect
Kinross or Bema or the combination of Kinross and Bema. Each of Kinross and
Bema disclaims any intention or obligation to update or revise any
forward-looking statements whether as a result of new information, future events
or otherwise, or to explain any material difference between subsequent actual
events and such forward-looking statements, except to the extent required by
applicable law.
For further information regarding Proven and Probable Mineral Reserves and
Measured and Indicated Mineral Resources for either of Kinross or Bema, please
refer to each companies 2005 Mineral Reserve and Resource statements as filed
with regulatory authorities.
Qualified persons as defined by National Instrument 43-101 are:
Rob Henderson, Kinross Gold Corporation for all Kinross assets
Tom Garagan, Bema Gold Corporation for Kupol
Brian Scott, Bema Gold Corporation for Julietta
L. Smith, AMEC for Cerro Casale
- 30 -
For further information, please contact:
Kinross
Investor Relations Contact: Tracey Thom, tracey.thom@kinross.com, (office)
+1.416.365.1362 / (mobile) +1.416.301.9022
Media Contact: Wilcox Group +1.416.203.6666
Bema
Investor Relations Contact: Ian MacLean, investor@bemagold.com, +1.604.681.8371
Kerry Suffolk
This information is provided by RNS
The company news service from the London Stock Exchange
END
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