Orders sought against Severstal and Severstal Partners include cease trade orders, orders to divest Crew Gold shares and restrictions on voting Crew Gold shares
Toronto Stock Exchange: EDV
GEORGE TOWN, Grand Cayman, April 6 /CNW/ - Endeavour Financial Corporation together with its wholly owned subsidiary Endeavour Financial Luxembourg SARL (together, "Endeavour" or the "Company") announces that it has filed an application with the British Columbia Securities Commission (the "BCSC") to intervene in the face of recently exposed activities of OAO Severstal ("Severstal") in respect of Severstal's attempt to gain control of Crew Gold Corporation ("Crew").
On April 1, 2010, Severstal announced that it was acting in allegiance with certain other Crew shareholders representing 23.53% of Crew (the "Severstal Partners") in order to requisition a meeting of Crew shareholders and replace the Crew board with Severstal nominees. In that announcement Severstal purported to abandon its bid to all Crew shareholders which Severstal had announced on February 25, 2010.
As a result of the events exposed in Severstal's press release of April 1, 2010, Endeavour has filed an application with the BCSC requesting the BCSC to, among other things, investigate the activities of Severstal and the Severstal Partners in respect of suspicions surrounding market manipulation and acting in concert in contravention of Canadian securities legislation.
Endeavour Financial has requested from the BCSC, among other things, orders that Severstal and the Severstal Partners: (a) be prohibited from trading in and be prohibited from purchasing any Crew shares; and (b) divest up to 30.33% of their Crew shares or be restricted in voting those Crew shares.
On January 28, 2010, Endeavour acquired 37.88% of Crew's common shares and promptly announced its acquisition in accordance with Canadian and Norwegian securities legislation. At that time, Severstal had not disclosed any ownership interest in Crew.
On February 12, 2010, Severstal announced that it had acquired shares in Crew that took its ownership interest to 19.79%.
On February 25, 2010, Severstal announced that (a) it had acquired an additional 6.8% interest (the "6.8% Interest") in Crew that took its aggregate interest to 26.59%, (b) that it would make an offer to all Crew shareholders and (c) that it would pay the unnamed seller of the 6.8% Interest a "top-up" equal to the difference between the price Severstal paid pursuant to any offer it made to Crew shareholders and the price Severstal paid to the unnamed seller of the 6.8% Interest.
Between February 25, 2010 and March 31, 2010, Endeavour increased its stake in Crew from 37.88% to 43.03% via market-based acquisitions. Endeavour promptly announced each acquisition comprising the increased stake in accordance with both Canadian and Norwegian securities laws.
In March 2010, Severstal complained to the Ontario Securities Commission ("OSC"), the Toronto Stock Exchange ("TSX") and the BCSC in respect of Endeavour's acquisition of Crew shares. As Crew's principle regulator, the BCSC accepted jurisdiction over the matter and received both affidavit and oral arguments culminating in a 3-person panel that heard the matter on March 30, 2010.
On March 30, 2010, the same day as the BCSC hearing described in the previous paragraph, the BCSC ruled to dismiss Severstal's complaint. Endeavour ascribes this entire complaint to Severstal's tactical approach in attempting to take control of Crew in questionable circumstances.
The next day, on April 1, 2010, Severstal announced that it was indeed acting in allegiance with the Severstal Partners in order to take control of the Crew board. In that announcement, Severstal purported to abandon the bid it announced on February 25, 2010.
Endeavour is concerned that Crew shareholders have been misled by Severstal into believing that a bid for all Crew shares was forthcoming. Endeavour is further concerned with Severstal's actions in withdrawing its bid in favour of working in allegiance with the Severstal Partners to take control of the Crew board under questionable circumstances. Endeavour will provide updates on these matters as appropriate.
About Endeavour Financial Corporation
Endeavour Financial Corporation is an independent merchant banking company focused on the global natural resources sector. We offer advisory services in project, corporate and debt capital markets; equity financings; mergers and acquisitions; and strategic business development. Endeavour also has a gold-focused investment strategy and seeks maximum returns by identifying, investing in and consolidating junior gold companies.
Endeavour Financial Corporation is listed on the Toronto Stock Exchange, symbol EDV. Warrants are listed on the Toronto Stock Exchange, symbol EDV.WT.A.
For additional information, please visit our corporate website, www.endeavourfinancial.com
On behalf of Endeavour Financial Corporation
Executive Vice President & Chief Financial Officer
The Toronto Stock Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release. The foregoing information may contain forward-looking information relating to the future performance of Endeavour Financial Corporation. Forward-looking information, specifically, that concerning future performance, is subject to certain risks and uncertainties, and actual results may differ materially. These risks and uncertainties are detailed from time to time in the Corporation's filings with the appropriate securities commissions.
SOURCE ENDEAVOUR FINANCIAL CORPORATION
For further information: For further information: Bill Koutsouras, Executive Vice President & Chief Financial Officer, + 377 97 98 71 62; or Vanguard Shareholder Solutions, 1-866-341-4111 or (604) 608-0824