Eldorado Corporation announces agreement.VANCOUVER, British Columbia--(BUSINESS WIRE)--Aug. 4, 1995-- Eldorado Corporation Ltd. (TSE See Tokyo Stock Exchange. TSE 1. See Tokyo Stock Exchange (TSE). 2. See Toronto Stock Exchange (TSE). , VSE See DOS/VSE. VSE - Virtual Storage Extended , BSE See Bombay Stock Exchange. BSE See Boston Stock Exchange (BSE). : ELD ) announces that it has reached an agreement with Glamis Gold Glamis Gold Ltd. was a Reno, Nevada based gold producer with operations in the Americas. In 2006 they expected to produce 620,000 ounces of gold at a total cash cost of US$190 per ounce. They remained 100% unhedged. On 31 August 2006, Goldcorp acquired Glamis Gold for $8. Ltd. ("Glamis") in respect of Glamis' offer (the "Offer") to acquire securities of Eldorado. The pertinent terms of the Agreement are: - If 75 percent or more of Eldorado's shares on a fully diluted basis (the "Shares") are tendered to the Offer by August 9, 1995, Glamis will take up and pay for them, will extend the Offer for a minimum of 10 days and will proceed with a second stage transaction. - If 50 percent or fewer of the shares are tendered to the Offer by August 9, 1995 Glamis will allow the Offer to expire and will not make a take-over bid for Shares (other than a permitted bid) prior to September 1, 1996. - If more than 50 percent but fewer than 75 percent of the Shares are tendered by August 9, 1995 Glamis has the right (but not the obligation) to extend the Offer to August 29, 1995 and to reduce the minimum condition to no less than 50 percent of the Shares plus 1 Share. If Glamis does not elect to extend the Offer it will allow it to expire on August 9, 1995 and will not make a take-over bid for Shares (other than a permitted bid) prior to September 1, 1996. If Glamis does elect to extend the Offer and if on August 29, 1995 the minimum number of Shares have not been deposited, Glamis will allow the Offer to expire and will not make a take-over bid for Shares (other than a permitted bid) prior to September 1, 1996. - If Glamis does elect to extend the Offer to August 29, 1995, and if it takes up and pays for shares, Glamis will proceed with a second stage transaction. - A second stage transaction will be in the form of a take-over bid, tender offer, amalgamation amalgamation /amal·ga·ma·tion/ (ah-mal´gah-ma´shun) trituration (3). amalgamation ( , arrangement or other transaction as is determined by Glamis, that provides each and every one of the Eldorado shareholders whose Shares were not tendered to the Offer, the opportunity to dispose of To determine the fate of; to exercise the power of control over; to fix the condition, application, employment, etc. of; to direct or assign for a use. See also: Dispose such Shares for consideration identical to that offered under the Offer. - All documents for any necessary judicial or regulatory approval relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc a second stage transaction will be prepared by Glamis and filed or mailed as appropriate within 30 days of Glamis taking up Shares and thereafter Glamis will use its best efforts to obtain such approvals as quickly as possible and once it receives those approvals Glamis will complete the transaction as quickly as possible. - If the second stage transaction is not a take-over bid or tender offer and if it is not completed successfully, Glamis shall proceed with a tender offer or take-over bid that provides each and everyone of Eldorado's shareholders whose Shares were not tendered to the Offer, opportunity to dispose of such for consideration identical to that offered under the Offer. - The parties will execute such documents and agree to such terms as are necessary to make the second stage transaction covenants of Glamis all enforceable by each Eldorado shareholder. - Eldorado has agreed to waive the application of its Shareholder Rights Plan with respect to the Offer to the extent necessary to facilitate the above. The Shareholder Rights Plan will otherwise remain in effect. -0- Note: Eldorado Corporation Ltd.'s shares trade on the Toronto Stock Exchange Toronto Stock Exchange (TSE) Canada's largest stock exchange, trading approximately 1,200 company stocks and 33 options. ("TSE"), the Vancouver Stock Exchange Vancouver Stock Exchange (VSE) A securities and options exchange in Vancouver, British Columbia, (Canada), specializing in venture capital companies. Vancouver Stock Exchange See Canadian Venture Exchange (CDNX). ("VSE") and the Bermuda Stock Exchange The Bermuda Stock Exchange (BSX), established in 1971, is now the world’s leading fully electronic offshore securities market, with a current market capitalization (excluding mutual funds) in excess of US$300 billion. ("BSE"), Symbol - ELD. Neither the TSE, the VSE nor the BSE have approved or disapproved the form or content of this release. CONTACT: Dave Hottman, 604/687-4018 e-mail 73573.2617@compuserve.com |
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