お知らせ • Aug 02
Westgold Resources Limited (ASX:WGX) completed the acquisition of Karora Resources Inc. (TSX:KRR).
Westgold Resources Limited (ASX:WGX) agreed to acquire Karora Resources Inc. (TSX:KRR) for AUD 1.2 billion on April 7, 2024. Under the terms of agreement, Karora will receive 2.524 Westgold fully paid ordinary shares and AUD 0.68 in cash. Upon completion of the Transaction, Westgold shareholders will own 50.1% of the combined company and former Karora shareholders will own 49.9%. Westgold intends to undertake a secondary listing on the TSX as part of the Transaction.
The transaction is subject to approval from shareholder and court approvals, the Transaction is subject to applicable regulatory approvals, including those of FIRB, TSX and ASX, Westgold Shareholder Approval, conditional approval (or equivalent approval) of the listing or official quotation of the Westgold Shares issuable pursuant to the Arrangement on the ASX and on the TSX shall have been obtained by Westgold, Key Third Party Consents required to be obtained by each of Karora and Westgold and the satisfaction of certain other closing conditions customary for a transaction of this nature, including, among others receipt of key third party consents, received effective resignations and mutual releases (in a form satisfactory to Westgold, acting reasonably) of each member of the Karora Board and each member of the board of directors of its subsidiaries. The Arrangement can only proceed if, among other conditions, it receives the approval of not less than two-thirds (66 2/3%) of the votes cast on the Arrangement Resolution by Karora Shareholders in person or by proxy at the Meeting. The Transaction has been unanimously approved by the boards of directors of Westgold and Karora. Closing of the Transaction is currently expected to occur on July 19, 2024. The board of directors of the Corporation (the "Karora Board") believes that the Arrangement will deliver a premium and other benefits to Karora Shareholders. The Karora Board and the special committee established by the Karora Board (the "Special Committee") have unanimously determined that the Arrangement is in the best interests of the Corporation and that the Arrangement is fair to the Karora Shareholders. Karora is also pleased to announce that the Ontario Superior Court of Justice (Commercial List) (the "Court") granted an interim order dated June 14, 2024 providing for the calling and holding of the Meeting and other procedural matters relating to the Arrangement. As of June 24, 2024, the transaction is expected to close on July 31, 2024. As on July 12, 2024, Glass Lewis & Co., LLC has released a report recommending that Karora shareholders vote in favour of the previously announced statutory plan of arrangement with Westgold Resources Limited. The Arrangement is outlined in Karora’s management information circular (the “Circular”) dated June 17, 2024 prepared in respect of the annual general and special meeting (the “Meeting) of Karora Shareholders to be held on July 19, 2024. Completion of the Arrangement remains subject to, among other things, the approval of the special resolution with respect to the Arrangement at the Meeting, applicable regulatory approvals and receipt of the final order of the Court for the Arrangement. On July 17, 2024, Westgold reported it had received written confirmation from the Foreign Investment Review Board (“FIRB”) that the Australian Commonwealth Government has no objection to the Transaction under the Foreign Acquisitions and Takeovers Act 1975 (Cth). The FIRB approval condition contained in the definitive Arrangement Agreement between Westgold and Karora has now been satisfied. As of July 19, 2024, Karora Resources is pleased to announce the voting results of its annual general and special meeting of shareholders was approved. As of July 24, 2024, Karora Resources obtained approval from the Ontario Superior Court of Justice. The Arrangement is expected to become effective on or about August 1, 2024.
Argonaut PCF Limited acted as financial advisor, David Church, Paul Harley, and Kajal Parmar of Thomson Geer and Victor Gerchikov of Stikeman Elliott LLP acted as legal advisor to Westgold Resources. CIBC World Markets, Inc. and Cormark Securities Inc. acted as financial advisor, Nino Odorisio, Robyn Ferguson and James Plumb of HopgoodGanim and Abbas Ali Khan of Bennett Jones Services Limited Partnership acted as legal advisor to Karora Resources. The board of directors of Karora has received opinions from Cormark Securities Inc. and Haywood Securities Inc. and the special committee has received an opinion from Desjardins Capital Markets. Morrow & Co., LLC acted as information agent to Karora.
Westgold Resources Limited (ASX:WGX) completed the acquisition of Karora Resources Inc. (TSX:KRR) on August 1, 2024. The Westgold Shares are listed for trading on the ASX and, subject to final approval of the TSX, will commence trading on the TSX under the ticker symbol WGX at market open on 6 August 2024. Karora has applied to de-list the Karora Shares from the TSX, and delisting is expected to be effective at market close on 2 August 2024. Following the delisting of Karora, Westgold intends to apply for Karora to cease to be a reporting issuer under applicable Canadian securities laws.