GTBAF - Great Bear Resources (GTBAF)(GBR:CA) - An Exciting Outcome for Kinross and Great Bear Shareholders
Kinross Gold Corporation to acquire Great Bear Resources. Great Bear announced a definitive agreement to be acquired by Kinross (TSX: K, NYSE: KGC) by way of a court-approved plan of arrangement. The transaction is expected to be completed in the first quarter of 2022, subject to approval by Great Bear shareholders, receipt of court and regulatory approvals, and satisfaction of certain closing conditions. We think the transaction is a win for both companies who have a shared vision of the potential for a multi-deposit mine complex at Dixie, including a potential high-grade open-pit mine and a long-life underground mine.Terms of the transaction. Great Bear shareholders will have the option to receive either: 1) C$29.00 in cash, or 2) 3.8564 Kinross shares per Great Bear share, subject to pro-ration, up to aggregate maximums of 75% cash and 40% Kinross shares on a fully diluted basis. The transaction price is modestly above our price target of C$28 or US$22 per share. Great Bear shareholders who do not elect cash or Kinross shares will receive cash, subject to proration. In addition to a significant premium to Great Bear's recent closing price, the transaction terms allow Great Bear shareholders to maintain exposure to the Dixie project through ownership of Kinross shares.Contingent consideration. The agreement also includes payment of contingent consideration to Great Bear shareholders in the form of contingent value rights that may be exchanged for 0.1330 shares of Kinross per Great Bear common share upon Kinross' public announcement of commercial production at the Dixie project, provided that at least 8.5 million gold ounces of measured and indicated mineral resources have been disclosed.Investor call and webcast today. Great Bear and Kinross will host an investor call and webcast on December 9 at 8:00 am ET to discuss the transaction and answer questions from investors. In our view, this is an exciting outcome for both Great Bear and Kinross shareholders and we expect the transaction to close. The transaction value is C$1.8 billion, or US$1.4 billion, excluding contingent consideration of C$58.2 million, or US$46 million. Read More >>