TORONTO, Dec. 16 /CNW/ - AUX Canada Acquisition Inc. ("AUX"), a company indirectly controlled by Mr. Eike Batista, announced today that it will commence mailing of the offer and take-over bid circular and related documents on December 17, 2010 in respect of its offer to acquire all of the outstanding common shares ("Common Shares") of Ventana Gold Corp. ("Ventana") (TSX: VEN) that it and its affiliates and associated do not already own, for C$12.63 in cash per Common Share (the "Offer"). The Offer will expire at 8:00 p.m. (Toronto time) on January 24, 2010). AUX will also file copies of the formal offer documents with Canadian securities regulators tomorrow. AUX's offer and take-over bid circular will be available on SEDAR at www.sedar.com.
The Offer represents an attractive premium of 26 per cent to the closing price of Ventana's common shares on the Toronto Stock Exchange ("TSX") on November 16, 2010. It is also 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 the same date. The Offer will be fully funded and provides Ventana's shareholders with immediate liquidity and certainty of value regarding Ventana's growth potential in the face of volatile equity markets.
AUX expects Ventana to mail the directors' circular to its shareholders shortly.
The offer is subject to several conditions as set out in the take-over bid circular.
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 Offer (as the same may be varied or extended in accordance with applicable law) will be made exclusively by means of, and subject to the terms and conditions set out in, the offer and takeover bid circular, the letter of transmittal, the notice of guaranteed delivery and other related offer materials (the "Offer Materials").
In connection with the Offer, the Offeror will file with the Canadian securities regulatory authorities the Offer Materials and all other disclosure documents that may be required under applicable securities laws of other jurisdictions.
THE OFFER MATERIALS, AS THEY MAY BE AMENDED FROM TIME TO TIME, WILL CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE OFFER, THAT SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER. INVESTORS AND SECURITY HOLDERS WILL BE ABLE TO OBTAIN A FREE COPY OF THE OFFER MATERIALS AND OTHER DOCUMENTS FILED BY THE OFFEROR WITH THE CANADIAN SECURITIES REGULATORY AUTHORITIES AT WWW.SEDAR.COM. MATERIALS FILED WITH THE CANADIAN SECURITIES REGULATORY AUTHORITIES WILL BE ABLE TO BE OBTAINED WITHOUT CHARGE BY CONTACTING THE INFORMATION AGENT FOR THE OFFER, KINGSDALE SHAREHOLDER SERVICES INC., BY PHONE AT 1-866-851-3215, OR BY EMAIL AT [email protected].
While the Offer will be made to all holders of Ventana's common shares, the Offer will not be 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 Offer would not be in compliance with the laws of such jurisdiction. However, the Offeror may, in its sole discretion, take such action as it may deem necessary to extend the Offer in any such jurisdiction.
This announcement contains information, including information relating to Ventana that has been derived from publicly available sources that have not been independently verified. No representation or warranty is made as to the accuracy, completeness or reliability of such information.
For further information: For further information: Kingsdale Shareholder Services Inc., T. 1-866-851-3215, [email protected]