Barrick Cash Offer Supported by Cadence
Market Wire, July, 2008
Barrick Gold Corporation (NYSE: ABX)(TSX: ABX) -
All amounts expressed in Cdn. dollars unless otherwise indicated
Barrick Gold Corporation (NYSE: ABX)(TSX: ABX) announced today it has entered into a support agreement with Cadence Energy Inc. ("Cadence") for the all cash offer of $6.75 per share submitted to the Board of Cadence on July 17, 2008.
The Board of Directors of Cadence has unanimously determined that Barrick's offer is in the best interests of Cadence and its shareholders, and accordingly, has unanimously approved making a recommendation that Cadence shareholders accept the offer. All of the directors and officers of Cadence have also entered into lock-up agreements with Barrick, agreeing to support the offer and tender their Cadence shares to the offer.
Related Results
The support agreement with Cadence gives Barrick the right to match any superior proposal and includes customary non-solicitation covenants. In addition, in certain circumstances if Barrick's offer is not successfully completed, Cadence will be required to pay a termination fee of $11.4 million.
Daylight Resources Trust did not exercise its right to match, and as a result Cadence terminated its arrangement agreement with Daylight.
Full details of Barrick's offer will be included in the take-over bid circular that is expected to be mailed to Cadence shareholders no later than August 5, 2008. The offer will be open for acceptance for at least 35 days and will be subject to certain customary conditions including acceptance of the offer by Cadence shareholders owning at least 66 2/3 per cent of the Cadence common shares, calculated on an in the money fully-diluted basis.
Barrick has been developing its overall energy strategy over the course of the last few years and has been advised in this transaction by Mustang Capital Partners, RBC Capital Markets, Sproule Associates, Davies Ward Phillips and Vineberg LLP and Fraser Milner Casgrain LLP.
Barrick's vision is to be the world's best gold company by finding, acquiring, developing and producing quality reserves in a safe, profitable and socially responsible manner.
CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION
Certain information contained in this Press Release, including any information as to our future financial or operating performance and other statements that express management's expectations or estimates of future performance, constitute "forward-looking statements". All statements, other than statements of historical fact, are forward-looking statements. The words "believe", "expect", "will", "anticipate", "contemplate", "target", "plan", "continue', "budget", "may", "intend", "estimate" and similar expressions identify forward-looking statements. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties and contingencies. The Company cautions the reader that such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual financial results, performance or achievements of Barrick to be materially different from the Company's estimated future results, performance or achievements expressed or implied by those forward-looking statements and the forward-looking statements are not guarantees of future performance. These risks, uncertainties and other factors include, but are not limited to: changes in the worldwide price of gold, copper or certain other commodities (such as silver, fuel and electricity); fluctuations in currency markets; changes in U.S. dollar interest rates or gold lease rates; risks arising from holding derivative instruments; ability to successfully complete announced transactions and integrate acquired assets; legislative, political or economic developments in the jurisdictions in which the Company carries on business; operating or technical difficulties in connection with mining or development activities; employee relations; availability and increasing costs associated with mining inputs and labor; the speculative nature of exploration and development, including the risks of obtaining necessary licenses and permits and diminishing quantities or grades of reserves; adverse changes in our credit rating, contests over title to properties, particularly title to undeveloped properties; the risks involved in the exploration, development and mining business; future well production rates; reserve and resource volumes; reserve life index; the performance of existing wells; and the success obtained in drilling new wells. These factors are discussed in greater detail in the Company's most recent Form 40-F/Annual Information Form on file with the U.S. Securities and Exchange Commission and Canadian provincial securities regulatory authorities.
The Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by applicable law.
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