You will have received formal documentation from Placer Dome relating to its unsolicited takeover Offer for all of your Shares in AurionGold.
Placer Dome's Offer comes barely six months after the highly successful merger of Delta Gold and Goldfields to form AurionGold. We have delivered on the promises made at the time of this merger and are experiencing growing market recognition of both the true potential of AurionGold and the strategic importance of its landholding in the Kalgoorlie region.
The potential of the recently merged entity and the progress we have made to date have been reflected in the rapid rise in your company's share price from $1.86 on the day before the merger with Delta Gold was announced to $3.48 immediately before the announcement of the Placer Dome Offer (the "Pre Offer Price").
Placer Dome is offering 17.5 of its shares for every 100 of your AurionGold Shares. It is an all scrip otter with no cash component. Since announcement of the Offer, the AurionGold share price has consistently traded at a significant premium to the implied offer price.
Your directors have carefully reviewed the advantages and disadvantages of the current Placer Dome Offer.
Each of the directors of AurionGold recommends that, at this time, you do not accept Placer Dome's Offer and that you delay taking any action in relation to the Offer until further advice from your directors.
This recommendation takes into account a number of important considerations and uncertainties surrounding the Offer:
UNCERTAINTY OF VALUE
Placer Dome's all scrip Offer had a value of $4.51 per AurionGold Share at the time it was announced. Its value has declined significantly since announcement, owing to the fall in Placer Dome's own share price.
At the time of writing to you, the initial offer premium of 30% to the Pre Offer Price has fallen to a premium of approximately 10% to the Pre Offer Price.
UNCERTAINTY OF CGT ROLLOVER RELIEF
Capital gains tax rollover relief will not be available for accepting shareholders unless Placer Dome achieves acceptances for 80% or more of AurionGold Shares.
ALTERNATIVE OPTIONS
Your directors will continue to consider alternative options, including the potential for rival bids.
There are a number of other matters relevant to the Placer Dome Offer which your directors urge you to consider. These are set out in sections 1 and 4 of this Target's Statement and include:
* uncertainty about the longer term share price performance of Placer Dome;
* the lower historic Placer Dome dividend compared to the AurionGold dividend;
* Placer Dome's inability to frank its dividends, a particularly important consideration for Australian shareholders;
* consequences for minority shareholders should Placer Dome achieve control, but not full ownership, of your company; and
* the changed risk profile of your investment should you accept Placer Dome's Offer.
Shareholders should consider the Placer Dome Offer having regard to all the matters set out in this document as well as their personal risk profile, investment strategy and tax position.
In the meantime, if you have any questions or would like to pass a message on to your Board or management team, you should call AurionGold's shareholder information line on 1800 65 65 68 between 10 am and 8 pm Monday to Friday. Alternatively, you can check our website www.auriongold.com.au
The directors will advise shareholders promptly of any material developments in relation to the value or terms of the Offer by Placer Dome, any competing proposal for your AurionGold Shares, or any other matters they consider to be material to the making of a decision by shareholders.
Your directors will continue to pursue aggressively opportunities to maximise value for you.
R F E Warburton CHAIRMAN
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