Randgold Resources Announces Increased Merger Offer
JERSEY, Channel Islands , Oct. 24, 2003 (PRIMEZONE) -- The Board of Randgold (LSE:RRS) (NASDAQ:GOLD) announces that it has today submitted an increased merger offer (the "Increased Merger Offer") to the Board of Ashanti. The Increased Merger Offer, which would be effected by way of a scheme of arrangement under section 231 of the Ghana Companies Code, is subject to certain preconditions, including, inter alia, the support of the Government of Ghana in its capacity as regulator, Ashanti Shareholder and holder of the Golden Share. If completed, the Merger will create a major, independent, pan-African focused gold business. Randgold believes that the Enlarged Business will be a low cost gold producer with critical mass and significant growth potential and will be self-financing from completion of the Merger.
Under the terms of the Increased Merger Offer, each holder of an Ashanti Share and each holder of an Ashanti GDS will be entitled to elect to receive either:
- 0.56 Randgold Shares; or
- 0.56 Randgold ADRs; or
- 56 Randgold GhDRs.
Based on the Closing Price of Randgold ADRs on NASDAQ on 23 October 2003, (the Last Practicable Date), of US$22.45, the Increased Merger Offer values each Ashanti Share (or Ashanti GDS) at approximately US$12.57 and values the fully diluted ordinary share capital of Ashanti at approximately US$1.7 billion.
The Increased Merger Offer equates to approximately:
* a premium of 10.3 per cent. to the Closing Price of Ashanti GDSs on 23 October 2003 (the Last Practicable Date); and
* a premium of 12.3 per cent. to the current value of AngloGold's proposed improved final offer announced on 14 October 2003.
On completion of the Merger, existing Randgold Shareholders will own approximately 27.4 per cent. and existing Ashanti Shareholders will own approximately 72.6 per cent. of the Enlarged Business, respectively.
Randgold believes that the Increased Merger Offer represents a genuine and attractive alternative to the improved final offer proposed by AngloGold. There can be no guarantee that an agreement between Randgold and Ashanti will be reached or that the Merger will be effected. Further announcements will be made in due course, as appropriate.
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