Crew Gold Announces Proposed Going Private Transaction
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Crew Gold Corporation /
Crew Gold Announces Proposed Going Private Transaction
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Press Release - October 18, 2010
LONDON, United Kingdom: Crew Gold Corporation ("Crew" or "the Company") (TSX,
OSE: CRU) today announces:-
Crew Gold Announces Proposed Going Private Transaction
LONDON, United Kingdom, October 18, 2010 - Crew Gold Corporation ("Crew" or "the
Company") (TSX & OSE: CRU) announced today that its board of directors has
approved proceeding with a proposed transaction (the "Transaction") in which an
indirect wholly-owned subsidiary ("Subco") of OAO Severstal ("Severstal") (LSE:
SVST; RT: CHMF), would effectively acquire all of the outstanding common shares
in the capital of the Company that Severstal does not already own or control
("Common Shares") for US $4.65 cash per Common Share. The price to be paid per
Common Share will be identical to the price paid by Severstal to Endeavour
Financial Corporation for its approximately 43.21% block of Crew's Common Shares
on September 14, 2010. Severstal currently has ownership and control of
99,845,011 Common Shares, representing approximately 93.38% of the issued and
outstanding Common Shares as at the date hereof.
The Transaction is expected to be structured as an amalgamation of Subco with
the Company under the laws of the Yukon to form an amalgamated company
("Amalco"). Upon completion of the Transaction, shareholders of the Company
(other than Subco) would receive one redeemable preferred share of Amalco for
each Common Share held. Each redeemable preferred share would then be
immediately redeemed for US $4.65 in cash. Following completion of the
Transaction, Amalco will become an indirect wholly-owned subsidiary of
Severstal.
Completion of the Transaction is subject to the entering into of a definitive
agreement for the Transaction by Subco and the Company and certain conditions
being achieved, including approval by at least 66 2/3% of the votes cast by all
shareholders voting in person or by proxy at a special meeting of shareholders
of the Company. Severstal will be entitled to vote all of the Common Shares
owned or controlled by it at such special meeting.
A management information circular of the Company, including full details of the
terms of the Transaction, will be prepared and mailed for the special meeting of
shareholders of the Company, which is expected to be held on December 2, 2010.
The board of directors of the Company has established November 1, 2010 as the
record date for determining all shareholders entitled to vote at the special
meeting.
William LeClair
President and Chief Executive Officer
Safe Harbour Statement
Certain statements contained herein that are not statements of historical fact,
may constitute forward-looking statements and are made pursuant to applicable
and relevant national legislation (including the Safe-Harbour provisions of the
United States Private Securities Litigation Reform Act of 1995) in countries
where Crew is conducting business and/or investor relations. Forward-looking
statements, include, but are not limited to those with respect to the timing of
the special meeting of shareholders of the Company to approve the Transaction,
the entering into of a definitive agreement for the Transaction by Subco and the
Company, the expected structure of the Transaction and the price to be paid per
Common Share.
Forward-looking statements involve known and unknown risks, uncertainties and
other factors that could cause the actual results of the Company to be
materially different from the historical results or from any future results
expressed or implied by such forward-looking statements. Such risks and
uncertainties include, among others, the risk that a definitive agreement may
not be agreed upon by Subco and the Company and the Company will continue to
have a significant controlling shareholder. Although Crew has attempted to
identify important factors that could cause actual events or results to differ
from those described in forward-looking statements contained herein, there can
be no assurance that the forward-looking statements will prove to be accurate as
actual results and future events could differ materially from those anticipated
in such statements. The material factors and assumptions used to develop
forward-looking statements which may be incorrect, include, but are not limited
to, current estimates of the timing to effect the trading of post-consolidation
shares and exchange for post-consolidation share certificates.
Except as may be required by applicable law or stock exchange regulation, the
Company undertakes no obligation to update publicly or release any revisions to
these forward-looking statements to reflect events or circumstances after the
date of this document or to reflect the occurrence of unanticipated events.
Accordingly, readers should not place undue reliance on forward-looking
statements.
[HUG#1452519]
--- End of Message ---
Crew Gold Corporation
Abbey House, Wellington Way, Weybridge Surrey United Kingdom
Listed: Open Market (Freiverkehr) in Frankfurter Wertpapierbörse;
Privatisation Of Crew:
http://hugin.info/90/R/1452519/393303.pdf
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(i) the releases contained herein are protected by copyright and
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originality of the information contained therein.
Source: Crew Gold Corporation via Thomson Reuters ONE
Unternehmensinformation / Kurzprofil:
Datum: 18.10.2010 - 07:40 Uhr
Sprache: Deutsch
News-ID 45770
Anzahl Zeichen: 0
contact information:
Town:
Surrey
Kategorie:
Business News
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