Chance auf Arbitragegewinne bei Yukon Zinc - 500 Beiträge pro Seite

[MFC500]

Am 21.04. wurde verlautbart, daß sich Yukon Zinc und Griffin Mining auf die 100%-ige Übernahme von Yukon durch Griffin verständigt haben. Auszug:

"Under the terms of the transaction the shareholders of Yukon Zinc will receive one ordinary share of Griffin for every nine common shares of Yukon Zinc held. This represents a value of C$0.206 per Yukon Zinc share based upon the closing price of the Griffin shares on AIM on April 18, 2008 of 0.9225 of a British Pound Sterling and a Canadian Dollar - British Pound Sterling exchange rate of 0.4984... It is expected that the transaction will close by July 31, 2008."

Die vollständige Meldung ist am Ende des Postings zu finden.

Die Aktie war im Vorfeld dieser Mitteilung ausgesetzt. Im gestern wieder aufgenommenen Handel bewegte sich die Aktie vornehmlich zwischen 16 und 17 Can-Cent. Dies, obwohl die Aktie von Griffin stabil war. Oftmals ist ja bei Übernahmen ein Rückgang beim Aktienkurs des Übernehmers zu beobachten, was die rechnerische Differenz erklären könnte, aber dem ist in diesem Fall nicht so. Basierend auf dem gestrigen Schlusskurs von Griffin (91,5 Pence) beträgt der Wert einer Yukon-Aktie 20,4 Can-Cent, während deren Schlusskurs bei 17 Can-Cent lag. Der "Ist"-Wert liegt demnach 20% höher.

Natürlich muss man sich fragen, woher diese Differenz kommen könnte. Eine Möglichkeit ist im Handelsplatz der Griffin-Aktie zu sehen. Der AIM-Markt in London hat einen ähnlich "guten" Ruf wie der OTC-Markt in den USA. Hier wie dort gibt es aber seriöse und solide Unternehmen. Zu dieser Kategorie scheint Griffin zu zählen. Ein paar relevante Auszüge aus deren Hj-Bericht:

* Profit before tax U$18 Mio (Vj U$9 Mio)
* Turnover U$26,4 Mio (Vj U$15,7 Mio)
* Ore processed 202.840 t (Vj 129.939 t)

* Property, plant and equipment U$36,2 Mio bzw 41% der BS
* Cash U$48,4 Mio bzw 54% der BS
* Eigenkapital U$84,2 Mio bzw 95% der BS

zum vollständigen Bericht:

http://www.sharecrazy.com/share2607share/share.php?disp=news…

Die Bilanzdaten haben sich seither weiter verbessert. Im Juli 2007 wurde eine Kapitalerhöhung über 68,2 Mio Aktien zu je £1,10 durchgeführt. Aktuell verfügt Griffin über ein Cashpolster von über U$200 Mio. Insofern sehe ich hier nicht die Gefahr, daß Yukon-Aktionäre mit mehr oder weniger substanzlosen Aktien abgefunden werden.

Somit bleibt aus meiner Sicht v.a. das Risiko, daß die Übernahme noch scheitern könnte. Da es aber ein Einvernehmen der jeweiligen Boards of Directors gibt, halte ich die Wahrscheinlichkeit für eher gering. Der weitere Kursverlauf der Yukon-Aktie ist nun natürlich vorrangig vom Verlauf der Griffin-Aktie abhängig. Ich sehe allerdings keinen Grund (und die bisherige Reaktion der Griffin-Aktionäre scheint dies zu bestätigen), warum die Aktie deutlich nachgeben sollte. Die Übernahme erfolgt durch Aktien und die finanziellen Ressourcen, das äußerst lukrative Wolverine-Projekt in Produktion zu bringen, sind vorhanden.



April 21, 2008

Yukon Zinc (TSX VENTURE:YZC) and Griffin Mining Limited (AIM:GFM) announced today that they have signed an Agreement (the "Agreement") whereby Griffin will acquire all of the issued shares of Yukon Zinc through a court-approved plan of arrangement. The shares of Griffin are traded on the Alternative Investment Market ("AIM") of the London Stock Exchange.

Under the terms of the transaction the shareholders of Yukon Zinc will receive one ordinary share of Griffin for every nine common shares of Yukon Zinc held. This represents a value of C$0.206 per Yukon Zinc share based upon the closing price of the Griffin shares on AIM on April 18, 2008 of 0.9225 of a British Pound Sterling and a Canadian Dollar - British Pound Sterling exchange rate of 0.4984. This represents a premium of 46.9% to the closing price of the Yukon Zinc shares on the TSX-V on April 18, 2008 and 43.0% premium to the 20 day volume weighted average trading price of the Yukon Zinc shares on the TSX-V. After completion of the transaction, the shareholders of Yukon Zinc will hold approximately 16% of the issued Griffin shares, with the current Griffin shareholders holding the remaining 84%. It is expected that the transaction will close by July 31, 2008.

Griffin will have the following attributes after completion of the transaction:

- A strong balance sheet with over C$200 million in cash; No debt;

- 60 percent interest in the low-cost Caijiaying zinc-gold-silver-lead mine in Hebei Province China;

- 100 percent interest in the high grade advanced zinc-silver-copper-gold-lead Wolverine Project located in Yukon Canada;

- When the Wolverine Project achieves full production status, projected annual zinc production in concentrates from Caijiaying and Wolverine will exceed 150 million pounds and annual payable silver production will exceed 4.5 million ounces. There will also be significant quantities of copper, gold and lead production; and

- Exciting exploration and development potential in the vicinity of the Caijiaying mine in China and in the Yukon Zinc's Finlayson District and other exploration properties.

Harlan Meade, President and Chief Executive Officer of Yukon Zinc, said, "The transaction with Griffin will result in the development of the Wolverine deposit, which is projected to become a very low cost producer. Yukon Zinc's properties and exploration expertise will complement the development and financial strengths of Griffin and provide an attractive growth outlook for Yukon Zinc and Griffin shareholders. We believe that this transaction represents an excellent value proposition for our shareholders and provides a bright future."

Mladen Ninkov, Chairman of Griffin, stated, "This transaction fulfills the stringent economic and geological and political criteria the Company has imposed upon itself. Yukon Zinc will add a high grade, profitable mine to Griffin's portfolio and add extensive exploration acreage in one of the most exciting base metals regions in the world. The returns for existing Griffin shareholders and our new Griffin shareholders through Yukon Zinc will be very exciting. We couldn't be more pleased."

Summary of the Transaction

The acquisition of Yukon Zinc by Griffin is to be completed by way of a court-approved Plan of Arrangement whereby each shareholder of Yukon Zinc will receive one-ninth of an ordinary share of Griffin for each common share of Yukon Zinc held (the "Exchange Ratio"). Outstanding warrants and options of Yukon Zinc will be converted into Griffin warrants and options by multiplying the number of warrants and options held by the Exchange Ratio. The exercise price of the warrants and options will be adjusted to a number equal to the current exercise price, divided by the Exchange Ratio. The expiry dates of the warrants and options remain unchanged.

The transaction is subject to a number of conditions that are customary for transactions of this nature, including execution of definitive transaction documents, a favourable vote of at least 66 2/3% of the Yukon Zinc shares voted at a special meeting of the shareholders of Yukon Zinc called to approve the transaction, regulatory and court approvals and completion of due diligence. Yukon Zinc has agreed to pay a break fee to Griffin, under certain circumstances, of C$2.5 million. Yukon Zinc has also provided Griffin with certain other customary rights, including a right to match competing offers.

The Special Committee of the Board of Directors of Yukon Zinc has determined that the transaction is in the best interest of Yukon Zinc shareholders and that the Exchange Ratio is fair to its shareholders. The Board of Directors of Yukon Zinc unanimously recommends that the Yukon Zinc shareholders vote in favour of the transaction. Paradigm Capital Inc. has provided an opinion to the Board of Directors of Yukon Zinc that the Exchange Ratio is fair, from a financial point of view, to the holders of common shares of Yukon Zinc. Senior officers and Directors of Yukon Zinc have agreed to vote in favour of the transaction.

Management Team and Board of Directors

No change to the Board of Directors of Griffin is contemplated. Under the Agreement, Yukon Zinc must use its reasonable best efforts to maintain and preserve its organization, including its current management staff.

Yukon Zinc Advisors and Counsel

Yukon Zinc's legal and financial advisors are Lang Michener LLP and Paradigm Capital Inc. respectively. Griffin legal counsel is Anfield Sujir Kennedy & Durno, Barristers and Solicitors.

About Griffin

Griffin is a Bermuda based mining and investment company listed on the Alternative Investment Market of the London Stock Exchange (symbol GFM). Griffin, through its two Chinese joint ventures has a controlling interest in mining and exploration licenses over 67 square kilometers at Caijiaying in the Hebei Province in the People's Republic of China. Within this area Griffin has successfully commissioned the Caijiaying mine and processing facilities, with a current throughput rate of some 500,000 tonnes of ore per annum to produce a zinc concentrate and a separate lead concentrate containing gold and silver for sale in China. Griffin has a 60% interest in the Caijiaying mine and mineral interests covering the above, but is entitled to 100% of the net cash flows from Caijiaying for the first three years from the commencement of commercial production in July 2005.

Continuing exploration in the area surrounding the mine at Caijiaying and within Griffin's local Chinese joint venture's tenement boundary has shown the area to be highly prospective, indicating significant potential for further economic base and precious metals mineralisation. Considerable progress has been made in defining a separate resource at the Zone II area some 1.5 kilometres to the south of the mine at Caijiaying.

Griffin reported a profit after tax of US$18,010,000 for the six months ended 30th June 2007 and total assets of US$88,926,000 as at 30th June 2007. In August 2007 Griffin completed a placing of 68,181,818 million shares at Pounds Sterling 1.10 per share for total proceeds of Pounds Sterling 75 million (US$152 million) and currently retains cash resources in excess of US$200 million.

http://biz.yahoo.com/ccn/080421/200804210456425001.html?.v=1

[MFC500]

Heute wurde der Kurs erneut ausgesetzt. Hintergrund ist ein konkurrierendes Übernahmeangebot in Höhe von 22 C-Cent - und zwar in Cash:


Griffin Mining has been notified in writing by Yukon Zinc that it has received a cash offer from another party for the acquisition of all the issued common stock of Yukon Zinc for a cash price of C$0.22 (twenty two Canadian cents) per share. The directors of Yukon have until 4.00pm, Vancouver time, Monday 28th April 2008, to advise Griffin as to whether they will accept this offer.

Under the terms of the agreement between Griffin and Yukon Zinc, Griffin has five business days to address the competing offer and Yukon Zinc has agreed to pay a break fee to Griffin, under certain circumstances, of C$2.5 million and reimburse Griffin expenses incurred upon acceptance of such a competing offer.

http://www.sharecrazy.com/share2607share/share.php?disp=news…

[MFC500]

Mal wieder die Chinesen:

April 28, 2008

Yukon Zinc announces today that it has received an unsolicited bid for 100% of the outstanding shares, options and warrants of the Company ("the Northwest Proposal") by way of Plan of Arrangement. The Northwest Proposal was made by Northwest Nonferrous Investment Company, Limited, and Jinduicheng Molybdenum Group, Ltd. (collectively, "the Investors"). Both corporations exist under the laws of the People's Republic of China. The proposal results from due diligence investigation and discussions with the management of the Investors that commenced in early 2007.

On April 18, 2008, the Company entered into an agreement with Griffin Mining Limited ("Griffin") under which Griffin will, subject to Yukon Zinc shareholder approval, acquire all of Yukon Zinc shares by the issue of one Griffin ordinary shares for nine Yukon Zinc common shares ("the Griffin Proposal") (see April 21, 2008 News Release). A fairness opinion in respect to the Griffin Proposal was received from the Company's advisors Paradigm Capital Inc. ("Paradigm"). The agreement with Griffin permits Yukon Zinc to consider any proposal that is potentially superior ("a Superior Proposal"). Griffin has been advised of the receipt of the Northwest Proposal and of the intention of the Board to accept it and to recommend its adoption by the Company's shareholders. As a result, Griffin has five business days to respond to the Investors' Superior Proposal and amend its proposal in response to the Northwest Superior Proposal. Subject to receipt and consideration of any amended proposal that Griffin may submit in the interim, the Board will meet on May 6, 2008 to determine whether to accept the Northwest Proposal.

Paradigm has delivered an opinion to the Yukon Zinc Board stating that in its opinion, the Northwest Proposal is fair, from a financial point of view, to our shareholders. The completion of a transaction related to either of Northwest or Griffin proposals is subject to regulatory approvals.

Summary of the Northwest Proposal

The Northwest Proposal provides for acquisition of all outstanding Yukon Zinc shares at a price of $0.22 per share ("the Purchase Price"), payable in cash. Each Yukon Zinc option and warrant that is "in-the money" will be purchased for the cash value. All options and warrants that have an exercise price greater than the Purchase Price (that is, "out-of-the-money") will be purchased for an aggregate price of $410,000, according to a purchase schedule for each series of options and warrants.

The Investors cash offer for Yukon Zinc shares represents a premium of 37.5% over the closing price of Yukon Zinc shares on Friday April 25th, 2008 ($0.16 per share). The Northwest Proposal exceeds the effective value of the Griffin Proposal ($0.197 per YZC share) by approximately 11.7%, calculated on Monday April 28th, 2008 closing prices for Yukon Zinc and Griffin shares.

The Proposal is structured as a plan of arrangement and is conditional on:

- Approval of 66 2/3% of the votes cast by shareholders at a meeting of Yukon Zinc shareholders;

- Execution of a definitive acquisition agreement, a draft of which has also been received; and

- Receipt of court and regulatory approvals, waiver of the Yukon Zinc shareholder rights plan, and other customary provisions such as no material adverse change.

There are no lockup or additional due diligence conditions. The Investors have represented that they are confident, based on discussions with the NDRC (the Chinese state agency controlling investment activities overseas for Chinese entities), that all necessary approvals will be obtained without delay and have the requisite funding in place to do so. The Northwest Proposal is open for acceptance until noon Vancouver time May 7, 2008.


About Jinduicheng and Northwest

Jinduicheng is the largest producer of molybdenum and associated products in Asia and reportedly the third largest in the world. It is publicly-traded on the Shanghai Stock Exchange after a recent a US$1.2 billion IPO. Jinduicheng's mining and processing operations are located in Shaanxi province, China. Northwest represents the Shaanxi state geological bureau. In China Northwest is one of the top five exploration and mining Bureaus amongst around 100 provincial Bureaus in terms of revenue and technical capacity. Employing more than 6000 employees including 800 geologists, technologists and engineers, Northwest was the first bureau in China to conduct exploration projects in partnership with companies from Western countries.

http://biz.yahoo.com/ccn/080428/200804280457957001.html?.v=1

[MFC500]

Griffin zieht sich (aus meiner Sicht erwartungsgemäß) zurück:

April 30, 2008

Yukon Zinc announces today that it has received formal notification from Griffin Mining that it does not intend to increase its offer for Yukon Zinc shares (see April 21 and April 28, 2008 News Releases). The Board will now meet on or about May 7, 2008, to determine whether to formally accept and recommend to shareholders the proposal announced on April 28, 2008 of Jinduicheng and Northwest to acquire all of the outstanding shares of Yukon Zinc.

http://biz.yahoo.com/ccn/080430/200804300458639001.html?.v=1

[MFC500]

letzter Beitrag:

May 7, 2008

Yukon Zinc Corporation announces that its Board has approved an acquisition agreement (the "Acquisition Agreement") pursuant to which Jinduicheng Molybdenum Group, Ltd., and Northwest Nonferrous International Investment Company, Limited (collectively, the "Investors") will acquire, for cash consideration, 100% of the outstanding shares, options and warrants of the Company by way of Plan of Arrangement (the "Transaction"). Yukon Zinc and the Investors have entered into the Acquisition Agreement effective as of May 6, 2008. Previously, the Board was considering a share exchange proposal from Griffin Mining Limited.

The Yukon Zinc Board has determined that the Transaction is fair to the shareholders and warrant holders and is in the best interests of Yukon Zinc. The Board is recommending that Yukon Zinc shareholders vote in favor of the Transaction. Paradigm Capital Inc. has delivered an opinion to the Yukon Zinc Board stating that, in its opinion, the Transaction is fair, from a financial point of view, to Yukon Zinc shareholders. An extraordinary general meeting of shareholders is scheduled for June 25, 2008 to consider the Transaction.

The Transaction provides for the acquisition of all outstanding Yukon Zinc shares at a price of $0.22 per share (the "Purchase Price"), payable in cash. Each Yukon Zinc option and warrant that is "in-the money" will be purchased for its cash value. All options and warrants that have an exercise price greater than the Purchase Price (that is, "out-of-the-money") will be purchased for a cash consideration determined in accordance with a purchase schedule for each series of options and warrants. There are no lockup or due diligence conditions. The Investors have represented that they are confident that all necessary People's Republic of China approvals will be obtained without delay and that the Investors have the requisite funding in place to finance the transaction. The Transaction is conditional on approval of 66 2/3% of the votes cast by shareholders at a meeting of Yukon Zinc shareholders, receipt of court and regulatory approvals, waiver of the Yukon Zinc shareholder rights plan, and other customary provisions, such as no material adverse change.

As a result of the signing of the Acquisition Agreement, the Company is obligated to pay Griffin Mining a $2.5 million break fee and related expenses, not to exceed $250,000. Pursuant to a loan agreement dated May 6, 2008, the Investors have agreed to provide a $2.5 million secured loan to the Company to finance working capital.

http://biz.yahoo.com/ccn/080507/200805070460107001.html?.v=1