TORONTO, June 11, 2013 /CNW/ - Bendon International Ltd. ("Bendon")
announced today that it strongly opposes the proposed unsolicited offer
(the "Offer") by Teranga Gold Corporation ("Teranga"), announced June
3, 2013, to acquire the outstanding shares of Oromin Explorations Ltd.
("Oromin"). Bendon is a 43.5% shareholder in Oromin Joint Venture
Group, Ltd. ("OJVG"). If the Offer is successful, Teranga would
control Oromin's 43.5% ownership interest in the OJVG through Oromin's
wholly-owned subsidiary Sabodala Holding Limited ("Sabodala"). The
OJVG is Oromin's principal asset.
Bendon views the Offer as causing a violation of the OJVG shareholders
agreement, which prohibits the transfer of any party's shares in the
OJVG. This prohibition does not end until the commencement of
commercial gold production. The shareholders agreement is publicly
filed on www.sedar.com.
Bendon views the Offer as improper. Since December 2011, Teranga has
been attempting through commercial negotiation to purchase some or all
of the shares of the OJVG from its shareholders, including Bendon and
Oromin. Teranga is aware of the anti-transfer restrictions in the OJVG
shareholders agreement. Teranga's Offer is an attempt to evade these
restrictions and accomplish what it could not through legitimate
The Offer, if successful, will trigger Bendon's right under the
shareholders agreement to change the operator of OJVG, which currently
is Oromin's wholly-owned subsidiary Sabodala. One of the stated
assumptions of Teranga's Offer is that there will be no such change in
the operator of OJVG, and one of the stated contingencies of Teranga's
Offer is that there will be no material adverse change occurring in
Oromin. Bendon intends to initiate legal action to protect its rights
under the shareholders agreement. Teranga stated on June 3, 2013 that
the making of the Offer will be contingent on there not being any
pending or threatened legal action prohibiting the Offer.
According to Mustafa Al Darwish, Chairman of OJVG and Managing Director
of Bendon, the Offer represents an inadequate price for the Oromin
shareholders and establishes an unreasonably low valuation on the OJVG
project as a whole, based on current valuations of the OJVG project and
interest from other larger public gold companies. "The priority return
alone that Oromin is entitled to receive with respect to its portion of
the shareholder loans already made to the project would be almost twice
the value of the Offer," said Mr. Al Darwish.
Bendon also believes, based on recent meetings with the Government of
Senegal ("GOS"), that if Teranga is successful in its proposed
unsolicited takeover bid at the Offer price, the GOS may attempt to
exercise its option to purchase 25% of the project by requiring Teranga
to relinquish more than half of the Oromin interest in OJVG to the GOS
at the same price of the Offer, thereby diluting the remaining Oromin
interest to 18.5% and cutting off a substantial amount of any future
upside for the Oromin shareholders.
SOURCE: Bendon International Ltd.