TORONTO, Jan. 21 /CNW/ - AUX Canada Acquisition Inc. ("AUX") announced
today that its offer to acquire all of the outstanding common shares
("Ventana Shares") of Ventana Gold Corp., together with any associated
rights under Ventana's shareholder rights plan for C$12.63 per Ventana
Share (the "Offer"), has been extended to 8:00 p.m. (Toronto time) on
February 15, 2011 (the "Expiry Time"). This date is sixty days from the
launch of the Offer and ninety days from an announcement by an
affiliate of AUX of its intention to make an all cash offer at C$12.63.
AUX reminds Ventana shareholders that:
AUX's offer represents an attractive premium of 26 percent to the
closing price of Ventana common shares on the Toronto Stock Exchange
("TSX") on November 16, 2010. It is also a premium of 30 percent to the
volume weighted average trading price of Ventana's common shares on the
TSX for the 30-day trading period ended on the same date.
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
To date, AUX's offer 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
excellent price while removing operational risks going forward.
This bid is not conditional on financing.
AUX urges Ventana shareholders to not only evaluate the merits and value
inherent in the Offer, but to also evaluate what it believes to be the
lack of strategic alternatives for the creation of Ventana shareholder
value offered by Ventana management. 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.
A Notice of Variation and Extension in respect of the Offer will be
mailed to Ventana security holders shortly and will be filed with the
applicable securities authorities in Canada on SEDAR at www.SEDAR.com.
In addition to extending the Offer to the new Expiry Time, AUX will add
as an irrevocable condition of the Offer that no Ventana Shares will be
taken up and paid for unless at least 50% of the Ventana Shares held by
Independent Shareholders (as defined in Ventana's shareholder rights
plan) have been deposited under the Offer and not withdrawn. It remains
a condition of the Offer that shareholders must validly deposit and not
withdraw before the expiration of the Offer that number of Ventana
Shares representing at least 66⅔% of the total number of outstanding
Ventana Shares (excluding Ventana Shares held by the Offeror and its
affiliates and associates on the date of the Offer) on a fully-diluted
basis, although this condition may be waived at the discretion of the
Offer now a "Permitted Bid" under Ventana Shareholder Rights Plan
As a result of extending the Expiry Time and adding the above condition,
which will be described in more detail in the Notice of Variation and
Extension, AUX believes that the revised Offer qualifies as a
"Permitted Bid" under Ventana's shareholder rights plan.
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.
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. 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
SOURCE AUX Canada Acquisition Inc.
For further information:
Kingsdale Shareholder Services Inc.