**Detour Gold und PDX Resources Zustimmung zur Fusion ** - 500 Beiträge pro Seite

[cbeck]

Detour Gold, PDX Resources agree to merge


2009-01-26 08:22 ET - News Release

Also News Release (C-PLG) PDX Resources Inc


Mr. Gerald Panneton of Detour Gold reports

DETOUR GOLD AND PDX RESOURCES AGREE TO MERGER

Detour Gold Corp. and PDX Resources Inc. have entered into an agreement providing for the merger of the companies. PDX is Detour Gold's largest shareholder, and the 19 million common shares of Detour Gold that it holds represent an approximate 42-per-cent interest in Detour Gold.

Summary of the transaction

Pursuant to the transaction, each PDX share will be exchanged for 0.2571 of a common share of Detour Gold, representing a value of $2.12 per PDX share based upon the closing price of Detour Gold shares on the Toronto Stock Exchange on Jan. 23, 2009. The value accorded each PDX share is 28 per cent over the closing price of the PDX Shares on Jan. 23, 2009, and 31 per cent over the 20-day volume-weighted-average trading price of the PDX shares on the TSX as at the same date. Pursuant to the transaction, a total of 19 million common shares of Detour Gold will be issued to PDX shareholders. PDX will become a wholly owned subsidiary of Detour Gold and the shares of Detour Gold currently held by PDX will be cancelled. As a result, the transaction will have no material impact on the capitalization of Detour Gold. Detour Gold shareholders will continue to hold their existing Detour Gold shares.

Benefits of the transaction

The proposed transaction offers a number of benefits to the shareholders of both PDX and Detour Gold, including the following:


A simplified ownership structure and a larger public float, which should facilitate a broader base of institutional investors and greater liquidity in the Detour Gold shares;
For shareholders of PDX:
The elimination of the significant discount in the trading price of the PDX shares relative to the market value of PDX's interest in Detour;
Direct exposure to the potential of the Detour Lake project, one of the world's largest undeveloped gold resources;
For shareholders of Detour Gold:
The elimination of the overhang created in the Detour Gold shares by PDX's significant ownership block;
The addition of further experience to Detour Gold's board of directors, whose combined expertise and proven record will be invaluable in moving the Detour Lake project forward.

Ingrid Hibbard, president and chief executive officer of PDX, said: "This transaction represents an excellent opportunity to create value for the shareholders of PDX. It eliminates the discount in PDX's share price relative to its holding in DGC and provides our shareholders with more liquid securities, offering direct exposure to one of the world's largest undeveloped gold resources."

Gerald Panneton, president and chief executive officer of Detour Gold, stated: "We are delighted by this opportunity to move forward on the Detour Lake project under a broader investor base and assisted by a respected and experienced board of directors. It's a compelling combination of project and people."

Management and directors

Upon completion of the transaction, Mr. Panneton will continue to serve as the president and chief executive officer of Detour Gold, and Michael Kenyon, a current director of Detour Gold, will assume the role of executive chairman. Three new independent directors will be appointed to Detour Gold's board of directors: Peter Crossgrove, in the role of non-executive co-chairman and lead director, Andre Gaumond, and Jonathan Rubenstein, bringing with them over 80 years of additional experience in the mining industry.

With these additions, Detour Gold's new board of directors will comprise Michael Kenyon (executive chairman), Peter Crossgrove (non-executive co-chairman and lead director), Gerald Panneton (president and chief executive officer), Louis Dionne, Andre Gaumond, Ingrid Hibbard, Philip Olson, Jonathan Rubenstein and Ronald Thiessen.

Advisers

RBC Capital Markets is acting as financial adviser, and Osler, Hoskin & Harcourt LLP is acting as legal adviser to PDX in connection with the proposed transaction. BMO Capital Markets is acting as financial adviser, and Davies Ward Phillips and Vineberg LLP is acting as legal adviser to Detour Gold in connection with the proposed transaction.

Boards of directors' recommendations

The board of directors of Detour Gold (with the directors that also serve on PDX's board not participating) and the board of directors of PDX (with the directors that also serve on Detour Gold's board abstaining from voting) have unanimously approved the proposed transaction. All of the directors of PDX and Detour Gold have indicated that they intend to vote their respective shares in favour of the transaction.

Further transaction details

The transaction will be implemented through an amalgamation under the Business Corporations Act (Alberta), in which PDX will amalgamate with a newly formed, wholly owned subsidiary of Detour Gold. In this amalgamation, shareholders of PDX will receive shares in Detour Gold based on the exchange ratio previously disclosed. Promptly following the amalgamation, the Detour Gold shares currently held by PDX will be cancelled.

Special meetings of the shareholders of each of Detour Gold and PDX will be held to consider the transaction. The transaction requires the approval of not less than two-thirds of the votes cast by PDX shareholders. In addition, the transaction requires the approval of a simple majority of the votes cast by Detour Gold shareholders, as well as the approval of a simple majority of the votes cast by Detour Gold's minority shareholders. The transaction is also subject to the receipt of customary regulatory approvals, including the approval of the Toronto Stock Exchange for the listing of the Detour Gold shares to be issued to PDX shareholders in the transaction.

The merger agreement includes a commitment by PDX and Detour Gold not to solicit or initiate discussions concerning alternative transactions. In addition, PDX and Detour Gold have each agreed to pay a termination fee of $3-million to the other party in specified circumstances where the transaction is not consummated.

Full details of the proposed transaction, a copy of the fairness opinion prepared by BMO Capital Markets for the board of directors of Detour Gold, the factors considered by PDX and Detour Gold's respective boards of directors, and other information relevant to the transaction will be included in a joint information circular, which the parties expect to mail in February, 2009. It is expected that the special meetings of shareholders to approve the proposed transaction will be held in late March, 2009, and, if approved at those meetings, it is expected that the transaction would close immediately thereafter.

The Detour Gold shares to be issued in the proposed transaction have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.

We seek Safe Harbor.




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[teatimenow]

Antwort auf Beitrag Nr.: 36.449.577 von cbeck am 26.01.09 14:43:08

hättest du bitte einen RT-chart für mich?

[teatimenow]

dann halt nicht ...anyway so leicht lässt sich geld verdienen.
aktie war nicht vom handel ausgesetzt.

nach der news noch für 1.17 bestens zu haben.
jetzt 1.27 geld -1.33 brief

herrlich!