Alamos Gold Provides Update on Aurizon Mines Offer
On January 14, 2013, Alamos Gold (NYSE: AGI) announced that it has commenced an offer to acquire Aurizon Mines Ltd. (NYSE: AZK) for approximately CAD$780 million in cash and shares (the "Offer"). On February 18, 2013, Alamos and Aurizon consented to an order by the British Columbia Securities Commission to cease trade the Aurizon Shareholder Rights Plan on March 4, 2013. Accordingly, the Company announced that it was extending the Offer to 5:00 p.m. (local time) on March 5, 2013, unless further extended or withdrawn.
Under the terms of the Offer, Alamos proposes to acquire all of the issued and outstanding Aurizon Shares ("Aurizon Shares") for consideration of, at the election of each Aurizon shareholder, either (i) 0.2801 common shares of the Company ("Alamos Shares"), or (ii) CAD$4.65 in cash, in each case, subject to pro-ration based on a maximum cash consideration of CAD$305 million and a maximum number of Alamos Shares issued of 23,500,000. Prior to January 14, 2013, Alamos acquired, for the same consideration available to Aurizon shareholders under the Offer, 23,507,283 Aurizon Shares pursuant to share purchase agreements entered into between Alamos and certain shareholders of Aurizon. After giving effect to the transactions referred to above, Alamos owns or controls 26,507,283 Aurizon Shares, representing over 16% of the issued and outstanding Aurizon Shares.
The Offer is conditional upon Alamos acquiring that number of Aurizon shares, which, together with the Aurizon shares already owned by Alamos, represent not less than 66 2/3 percent of the outstanding Aurizon Shares calculated on a fully-diluted basis, as well as receipt of all necessary governmental or regulatory approvals and other customary unsolicited offer conditions.
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