Zijin Mining to Acquire Allied Gold at C$44 per Share
Allied Gold is pleased to announce that it has entered into a definitive agreement, pursuant to which Zijin Gold International has agreed to acquire all of the issued and outstanding shares of Allied Gold at a price of C$44 per share in cash. The equity value pursuant to the Transaction is approximately C$5.5B based on Allied Gold's common shares outstanding, realizing a significant, certain and immediate value for Allied Gold shareholders. The Offer Price represents a premium of approximately 27% over Allied Gold's 30-day volume-weighted average price on the TSX as of the market closing on January 23. The Arrangement Agreement contains, among other items, customary deal protection provisions, including a non-solicitation covenant and a "fiduciary out" that would allow the Board of Directors of Allied Gold to accept a superior proposal as defined in the Arrangement Agreement. The Arrangement Agreement also provides for a termination fee of C$220M, payable by Allied Gold to Zijin Gold in certain specified circumstances. Subject to the satisfaction or waiver by the parties of all necessary closing conditions and the receipt of all required approvals, the parties anticipate completion of the Transaction in late April. Following completion of the Transaction, Allied Gold's shares will be delisted from the TSX and the NYSE, and Allied Gold will cease to be a reporting issuer under both Canadian and U.S. securities laws.
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