Kinross Gold announces acquisition of Bema Gold
US$3.1 billion transaction aligns with Kinross' four point strategy,
expands reserve base and creates shareholder value
TORONTO and VANCOUVER, Nov. 6 /CNW/ - 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 2.8 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 expertise
mining 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 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 Autorit� des march�s
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 connection with the 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 are 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. EST 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
followed by the number sign.
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 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
For further information: Kinross, Investor Relations Contact: Tracey Thom,
tracey.thom(at)kinross.com, (office) (416) 365-1362, (mobile) (416) 301-9022;
Media Contact: Wilcox Group (416) 203-6666; Bema, Investor Relations Contact:
Ian Maclean, investor(at)bemagold.com, (604) 681-8371
(BAU)
END
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