AUX Canada Acquisition and Ventana Reach Agreement on Increased Offer of $13.06 in Cash per Ventana Share
TORONTO, Feb. 14 /CNW/ - AUX Canada Acquisition Inc. ("AUX") announces that during the evening of Sunday, February 13, 2011, AUX reached an oral agreement with Ventana Gold Corp. (TSX: VEN) ("Ventana") on an increased offer of $13.06 per share in cash for all of the outstanding shares of Ventana not already owned by AUX and its affiliates and associates, including shares issuable on the exercise of outstanding options and warrants of Ventana.
The increased offer represents a premium of 30.2% to the closing price of Ventana's common shares on November 16, 2010, the trading day prior to the announcement by a member of the EBX Group, an affiliate of AUX, of its intention to make an offer for all of Ventana's outstanding common shares not already owned by it, and a 33.8% premium to the 20 day volume weighted average trading price through that date.
The parties have agreed to work together to finalize the form of a Support Agreement pursuant to which AUX will extend its offer beyond the current expiry date and the Board of Ventana will support the revised AUX offer and agree to customary deal protections for AUX in respect of its revised offer and various related matters. The parties intend to enter into that agreement prior to the scheduled expiry of the current AUX offer at 8:00 p.m. (Toronto time) on Tuesday, February 15, 2011. Ventana and AUX will issue a further press release when that Support Agreement has been entered into providing further details of the Support Agreement and the revised AUX offer.
This announcement is for information purposes only and does not constitute or form part of any offer to purchase or any solicitation of any offer to sell Ventana's common shares. The AUX offer (as the same may be varied or extended in accordance with applicable law) is made exclusively by means of, and subject to the terms and conditions set out in, the offer and circular, the notice of variation and extension, the letter of transmittal, the notice of guaranteed delivery and other related offer materials (the "Offer Materials") filed on SEDAR at www.sedar.com under Ventana's profile. AUX strongly encourages shareholders of Ventana to read the Offer Materials, which contain the full terms and conditions of the AUX offer.
While the AUX offer is made to all holders of Ventana's common shares, the AUX offer is not made or directed to, nor will deposits of Ventana common shares be accepted from or on behalf of, holders of Ventana common shares in any jurisdiction in which the making or acceptance of the AUX offer would not be in compliance with the laws of such jurisdiction. However, AUX may, in its sole discretion, take such action as it may deem necessary to extend the offer in any such jurisdiction.
This news release may contain statements that constitute "forward-looking information" or "forward-looking statements" (collectively "forward-looking information") within the meaning of applicable securities legislation. This forward-looking information is subject to numerous risks and uncertainties, certain of which are beyond AUX's control. No assurance can be given that any events anticipated by the forward-looking information will transpire or occur. Forwardlooking information is based on the estimates and opinions of AUX's management at the time the information is released and AUX does not undertake any obligation to update publicly or to revise any of the forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.For further information:
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