Von gestern ...
saugen wohl das meisten am Markt auf weil wenige CBJ Shareholder gewillt sind in BAT zu tauschen
September 08, 2015 20:28 ET
Batero Mails Increased Offer to Acquire CB Gold and Acquires Shares of CB Gold in the Open Market
TORONTO, ONTARIO--(Marketwired - Sept. 8, 2015) - Batero Gold Corp. ("Batero" or the "Company") (TSX VENTURE:BAT) is pleased to announce, further to its press releases on September 4, 2015 and September 8, 2015, a notice of variation and extension (the "Notice") outlining a significant increase to its previous offer to acquire all of the outstanding common shares (the "CBJ Common Shares") of CB Gold Inc. ("CB Gold") to $0.06 per CBJ Common Share (the "Batero Offer") is being mailed to shareholders of CB Gold. In addition, Batero has extended the Batero Offer until 11:59 p.m. on September 18, 2015. CB Gold's board of directors unanimously supports the Batero Offer and unanimously recommends that CB Gold shareholders tender to the Batero Offer. Batero is also pleased to announce that it has acquired today 1,537,000 CBJ Common Shares on certain published markets, including the TSX Venture Exchange.
The Batero Offer represents a substantial 23% premium to the hostile Red Eagle Mining Corporation ("Red Eagle") offer (the "Red Eagle Offer") based on September 4, 2015 closing prices. The value of the Batero Offer represents a 71% premium to the closing price of CBJ Common Shares on July 23, 2015, the day before the announcement of Batero's initial offer.
As outlined in the Notice, CB Gold shareholders who tender to the Batero Offer will be entitled to receive, at their option, for each CBJ Common Share either $0.06 in cash (the "Cash Alternative") or 0.8 of a Batero common share (the "Share Alternative"), in each case subject to proration. The maximum amount of cash payable by Batero under the Batero Offer will be equal to one half (approximately $5.4 million) of the total consideration. The maximum number of shares issuable by Batero under the Batero Offer will be approximately 72.3 million (based on the number of CBJ Common Shares outstanding on September 4, 2015). The Batero Offer will now be open for acceptance until 11:59 p.m. on September 18, 2015, unless further extended or withdrawn.
In connection with the Batero Offer, a revised letter of transmittal and a revised notice of guaranteed delivery accompany the Notice and replace the original letter of transmittal and the original notice of guaranteed delivery. Shareholders who: (i) have validly deposited and not withdrawn their CBJ Common Shares; and (ii) wish to elect the Cash Alternative do not need to take any further action to accept the Batero Offer. Shareholders who: (i) have validly deposited and not withdrawn their CBJ Common Shares using the appropriate original letter of transmittal and, if applicable, an original notice of guaranteed delivery; and (ii) wish to elect the Share Alternative must follow the procedures set out in the Notice and submit either a revised letter of transmittal or a revised notice of guaranteed delivery.
The Notice, revised letter of transmittal and revised notice of guaranteed delivery have been filed with the Canadian securities regulatory authorities and are available for review on SEDAR at www.sedar.com.
The Batero Offer provides CB Gold shareholders far superior value, with a significant cash component and participation in the upside of Batero's projects.
Acquisition of CBJ Common Shares in the Open Market
Batero has acquired today 1,537,000 CBJ Common Shares on certain published markets, including the TSX Venture Exchange. In accordance with securities laws, Batero had previously disclosed in its take-over bid circular in respect of the Batero Offer, that the Company may effect market purchases of CBJ Common Shares during the period of the Batero Offer.
The highest price paid by Batero for the CBJ Common Shares today was $0.05 per CBJ Common Share.
An aggregate of 8,928,464 CBJ Common Shares (including the CBJ Common Shares purchased by Batero today) have been purchased in published markets since the commencement of the Batero Offer on August 11, 2015, at an average price of $0.0453 per CBJ Common Share.
Including the CBJ Common Shares acquired by Batero today, the Company owns an aggregate of 16,991,000 CBJ Common Shares.
How to Tender CB Gold Common Shares to the Batero Offer
All questions regarding the Batero Offer and how to tender CBJ Common Shares to the Batero Offer should be directed to Kingsdale Shareholder Services, the information agent and depository, at 1-866-581-0506 (North American Toll-Free) or +1-416-867-2272 (Collect Calls) or by email at contactus@kingsdaleshareholder.com.
Shareholders should also contact Kingsdale Shareholder Services for assistance if they have tendered their CBJ Common Shares to the Red Eagle Offer in order to WITHDRAW them immediately, and in any event prior to the September 14, 2015 expiry date of the hostile Red Eagle Offer.