Golden Star and Chifeng Jilong Gold Mining have announced that they have entered into a definitive agreement (the “Arrangement Agreement”) pursuant to which Chifeng has agreed to acquire all of the issued and outstanding common shares of Golden Star (“Golden Star Shares”) by way of a statutory plan of arrangement (“Plan of Arrangement”) under the Canada Business
Corporations Act (the “Transaction”).
The Transaction will be consummated through Chifeng’s majority-controlled subsidiary, Chijin International (Hong Kong) Limited (the “Purchaser”).
Pursuant to the Transaction, holders of Golden Star Shares (“Golden Star Shareholders”) will receive total consideration, payable in cash, of US$3.91 (equivalent to approximately C$4.85) per Golden Star Share (the “Consideration”), which equates to approximately US$470 million on a fully-diluted, in-the-money basis.
The Consideration represents a 24.1% premium over the closing price of the Golden Star Shares on the NYSE American as at October 29, 2021, a 37.2% premium based on the volume-weighted average price of the Golden Star Shares on the NYSE American over the 20 trading days ending October 29, 2021 and a 51.5% premium based on the volume-weighted average price of the Golden Star Shares on the NYSE American over the 60 trading days ending October 29, 2021.
Andrew Wray, Chief Executive Officer of Golden Star, commented: “This offer, and the healthy premium being paid relative to recent trading levels, reflect the progress made in defining the future growth profile at Wassa as well as the repositioning of Golden Star with a streamlined corporate and financial structure.
“We believe that the transaction will benefit all of our stakeholders, with shareholders receiving an attractive premium in return for the future growth potential, and with Wassa forming part of Chifeng’s larger portfolio of gold mines there will be a larger capital base to help deliver that growth.
“Chifeng has a proven track record as a responsible operator and is well positioned to build on the platform and reputation we have worked hard to establish. We look forward to working with Chifeng over the coming weeks to close this transaction and transition to the new team.”
Lyu Xiaozhao, President of Chifeng, commented: “We would like to thank the Board of Directors, and management team of Golden Star for supporting Chifeng with this important transaction. We are delighted to acquire Golden Star and its Wassa gold mine in Ghana which hosts a very significant gold resource endowment.
“Our team is very enthusiastic about working at Wassa and we are very confident in our ability to build on the solid foundations that Golden Star has established. We intend to invest significant financial and human capital into Wassa to realize the mines’ full potential and in doing so expand our operating footprint into West Africa.
“Chifeng has an established track record as a safe and sustainable operator and is focused on creating value that will provide long-term benefits to all of our stakeholders including the people of Ghana.”
Source: 3news.com