TORONTO, Dec. 23 /CNW/ - AUX Canada Acquisition Inc. ("AUX") responded
today to the Directors' Circular filed by Ventana Gold Corp.
("Ventana"). AUX is disappointed that the Ventana board of directors
has recommended that Ventana shareholders not tender their shares to
AUX's offer ("AUX Offer").
The AUX Offer represents an attractive premium of 26 percent to the
closing price of Ventana's common shares on the Toronto Stock Exchange
("TSX") on November 16, 2010.
An affiliate of AUX expressed an interest in acquiring Ventana well over
a year ago. Ventana has had plenty of notice to investigate alternative
transactions and to date none have materialized.
To date, AUX is the only bona fide offer open to shareholders of
The AUX Offer is a cash bid. Shareholders do not have to deal with the
uncertainty of receiving their payment in shares of another company.
This bid creates immediate and tangible value for shareholders by
providing them with a guaranteed cash value for their shares at an
attractive price while removing risks going forward.
This bid is not conditional on financing.
As stated in AUX's offer circular, AUX believes that the AUX Offer
represents an attractive premium which is currently reflected in
Ventana's share price which AUX believes has risen as a direct result
of the AUX Offer. It is a premium of 30 per cent to the volume
weighted average trading price of Ventana's common shares on the TSX
for the 30-day trading period ended on November 16, 2010, the day
before the intention to make the AUX Offer was announced. AUX believes
this to be full and fair consideration for the Ventana shares and has
no intention to increase the C$12.63 offered per Ventana common share.
If the AUX Offer is terminated, withdrawn or is otherwise unsuccessful,
AUX expects that Ventana shareholders will lose the premium currently
reflected in the value of their shares.
The Directors' Circular notes that the AUX Offer is open for acceptance
for only 39 days and Ventana requires a longer period of time to
attract competing proposals. In fact, the intention to make the AUX
Offer was announced on November 17, 2010 which means that by the AUX
Offer expiry date of January 24, 2011, the Ventana board will have had
68 days to find an alternative to the AUX Offer. Ventana has had
sufficient notice to investigate alternative transactions and to date
none have materialized.
Ventana does not agree with the Ventana board's assertion that the AUX
Offer is highly conditional. AUX believes that the conditions set out
in the AUX Offer are customary conditions for this type of
The AUX Offer is a cash bid and therefore shareholders do not have to
deal with the uncertainty of receiving their payment in shares of
another company. The bid creates immediate and tangible value for
shareholders while removing exploration, development and operational
risks going forward. Shareholders can choose how and when to invest
their cash proceeds from the 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 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
Matarials, which contain the full terms and conditions of the AUX
Ventana shareholders electing to tender their common shares to the offer
must complete the letter of transmittal or, if necessary, the notice of
guaranteed delivery (both of which accompanied the offer and circular)
and return the appropriate document in accordance with the terms and
conditions more fully set out under ''Manner of Acceptance'' in Section
3 of the offer. If common shares of Ventana are held in the name of a
nominee, such as a broker, investment dealer, bank or trust company,
the shareowner should contact such nominee for instructions on how to
deposit their common shares to the AUX Offer.
For assistance in tendering shares to the AUX Offer, Ventana
shareholders are encouraged to contact Kingsdale Shareholder Services
Inc. at 1-866-851-3215 or firstname.lastname@example.org.
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
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, including statements about future
prices. 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. Forward-looking
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.
SOURCE AUX CANADA ACQUISITION INC.
For further information: For further information:
Kingsdale Shareholder Services Inc.