Etruscan Resources - THE END!
Mismanagement and much missed guidance finally brought this once promising company to its knees.
S&P
ca.news.finance.yahoo.com
Endeavour to acquire Etruscan 45% minority interest with premium cash and share offer to own 100%
Mon Jun 28, 8:28 AM
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HALIFAX and GEORGE TOWN, Grand Cayman, June 28 /CNW/ - Etruscan Resources Inc. ("Etruscan", TSX:EET) and Endeavour Financial Corporation ("Endeavour", TSX:EDV) are pleased to announce that they have entered into a definitive arrangement agreement by which Endeavour will acquire all of the shares of Etruscan that Endeavour does not already own. Endeavour currently owns 55% of Etruscan and will acquire the remaining 45% of Etruscan via a court-approved plan of arrangement (the "Arrangement").
Under the Arrangement, Etruscan shareholders will receive total consideration of C$0.48 per Etruscan share comprised of C$0.26 in cash plus 0.0932 of an Endeavour share, representing a premium of 33% using the 20-day volume weighted average prices of Endeavour and Etruscan on the TSX for the 20 trading day period ending June 25, 2010.
The cash component of this transaction will utilize approximately C$43 million of Endeavour's US$100 million revolving Acquisition Facility announced on June 25, 2010.
BOARD RECOMMENDATIONS & MANAGEMENT REMARKS
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The boards of directors of both Etruscan and Endeavour have approved the transaction. GMP Securities L.P. is acting as financial advisor to Endeavour on this transaction. The Arrangement is a related party transaction under Multilateral Instrument 61-101 ("MI61-101"). Accordingly, the board of Etruscan struck an independent committee (the "Special Committee") of directors to review the Arrangement. The Special Committee retained Blake, Cassels & Graydon LLP as its independent legal advisors and Haywood Securities Inc. as its independent financial advisor. On the basis of advice received from its advisors and receipt of a formal valuation and fairness opinion from its independent financial advisor, the Special Committee has determined that the Arrangement is fair, from a financial point of view, and in the best interest of Etruscan's minority shareholders. Accordingly, the Special Committee and the non-Endeavour related members of the Etruscan board of directors unanimously recommend that Etruscan shareholders vote in favour of the Arrangement.
Gerald McConnell, Chairman of Etruscan and Chairman of the Special Committee that reviewed the Arrangement on behalf of the Etruscan board, commented, "This transaction gives Etruscan shareholders the opportunity to participate directly in Endeavour's broader growth strategy in the gold sector through exposure to additional gold assets and financial resources."
Neil Woodyer, CEO of Endeavour, commented, "The premium offer to the Etruscan shareholders provides compelling value and allows participation in Endeavour's value creating gold strategy. Acquiring the 45% minority interest in Etruscan is an exciting progression of our gold strategy. We have been active shareholders of Etruscan since October 2009 and have been pleased with the quality of Etruscan's producing and exploration assets and its management and operating teams."
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