| Mon 14 Jan 2008, 16:59 | | ANG - AngloGold Ashanti Limited - Anglogold Ashanti Agrees To Acquire 100% Of |
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ANANO
ANG - AngloGold Ashanti Limited - Anglogold Ashanti Agrees To Acquire 100% Of
Golden Cycle Gold Corporation
AngloGold Ashanti Limited
Incorporated in the Republic of South Africa
Registration Number: 1944/017354/06)
ISIN Number:ZAE000043485
JSE Share Code: ANG
("AngloGold Ashanti/Company")
ANGLOGOLD ASHANTI AGREES TO ACQUIRE 100% OF GOLDEN CYCLE GOLD CORPORATION
AngloGold Ashanti Limited ("AngloGold Ashanti") is pleased to announce that it
has agreed to acquire 100% of Golden Cycle Gold Corporation ("GCGC"), through a
merger transaction in which GCGC`s shareholders will receive consideration
consisting of AngloGold Ashanti ADSs which, as of a recent date, represented
aggregate consideration of approximately US$149 million (the "Transaction").
GCGC, which is listed and trades on the NYSE ARCA Exchange, is a Colorado based
holding company with its primary investment being its joint venture interest in
Cripple Creek & Victor Gold Mining Company ("CC&V") located in Colorado, United
States and which is majority owned and operated by AngloGold Ashanti.
AngloGold Ashanti`s principal rationale in the Transaction is to acquire GCGC`s
primary investment in the CC&V joint venture, thereby enabling AngloGold Ashanti
to own and consolidate a 100% interest in the CC&V mine. The CC&V joint venture
was created in January 1991 as a means to develop the Cripple Creek Mining
District based on the land holdings consolidated by GCGC. GCGC provided the
land holdings to the CC&V joint venture and a predecessor-in-interest to
AngloGold Ashanti provided, among other things, the capital in the form of an
initial loan. When AngloGold Ashanti acquired its majority interest in the CC&V
joint venture, it also acquired the initial loan which has changed over the
years with capital infusion and repayment. Under the terms of the CC&V joint
venture agreement, AngloGold Ashanti is entitled to 100% of the net proceeds
from the CC&V mine until completion of several intermediate stages, including
repayment of the initial loan, at which time GCGC becomes entitled to, among
other matters, its share of 33% of the net proceeds from the CC&V mine.
Under the Transaction, it is proposed that each share of GCGC`s common stock
will be converted into the right to receive AngloGold Ashanti ADSs on the basis
of an exchange ratio of 29 AngloGold Ashanti ADSs per 100 shares of GCGC`s
common stock. Based upon the closing price of AngloGold Ashanti ADSs as traded
on the NYSE on Friday, January 11, 2008 of US$49.59, this exchange ratio
represents an offer price of US$14.38 per share of the Company`s common stock
and an aggregate transaction value of US$149 million, based on 10.35 million
shares outstanding on a fully diluted basis. This price represents a premium of
29.1 percent over the volume-weighted average price of the GCGC`s common stock
during the thirty-day period up to and including Friday, January 11, 2008 and a
premium of 37.0 percent over the closing price of the Company`s common stock on
Friday, January 11, 2008.
It is proposed that the Transaction will be implemented as a statutory merger
under Colorado law and as such is subject to the approval of the holders of two-
thirds of GCGC`s common shares at a GCGC shareholders` meeting convened to
consider and vote on the Proposed Transaction. AngloGold Ashanti has entered
into an agreement (the "Merger Agreement") with GCGC that regulates the
implementation of the Transaction in accordance with the above. In addition,
the Merger Agreement includes certain provisions related to GCGC shareholder and
board support and recommendation, exclusivity and restrictions on GCGC`s ability
to solicit counter offers to the Transaction, as well as break fees in the event
the Transaction Agreement is terminated due to certain actions.
AngloGold Ashanti has entered into agreements with GCGC shareholders holding
about 44% of GCGC`s total outstanding issued common stock. Under these
agreements, these GCGC shareholders have undertaken to vote in favor of the
Transaction, as well as not to encourage or support the solicitations of any
counter offers to the Transaction and to provide all reasonable assistance as
deemed necessary to assist AngloGold Ashanti and GCGC in the implementation of
the Transaction.
The Transaction is also conditional upon all necessary regulatory approvals
(including the approval of the South African Reserve Bank) having been obtained
as well as there being no material adverse change in regards to GCGC or CC&V
(that is beyond the control of AngloGold Ashanti) prior to the closing of the
Transaction.
The registration statement as required to register the AngloGold Ashanti ADSs to
be issued to GCGC shareholders under the U.S. Securities laws will be filed with
the Securities Exchange Commission, and the proxy statement/prospectus for the
GCGC Shareholders` Meeting to consider and approve the Transaction will be
posted to GCGC shareholders in due course
Commenting on the Transaction, Richard Duffy, Executive Vice President of
AngloGold Ashanti, said "Successful completion of this transaction will enable
us to consolidate the full mineral endowment at CC&V over the remainder of the
mine`s life, whilst also simplifying the ownership structure of this long life
North American asset."
ENDS
4 January 2008
JSE Sponsors: UBS
Legal Adviser: Davis Graham & Stubbs LLP
Queries
South Africa Tel: Mobile:
Alan Fine (Media) +27(0)116376383 +27(0)833500757
E-mail : afine@AngloGoldAshanti.com
Himesh Persotam (Investors) +27(0)116376647 +27 (0) 82 339 3890
E-mail: hpersotam@AngloGoldAshanti.com
Certain statements made in this communication, including, without limitation,
those concerning development of the CC&V mine, the economic outlook in the gold
mining industry, expectations regarding gold prices and production, growth
prospects and outlook of CC&V, synergies and other benefits anticipated from
this investment and the timing of the completion of the proxy
statement/prospectus, contain certain forward-looking statements regarding the
proposed merger transaction involving AngloGold Ashanti Limited ("AngloGold
Ashanti") and Golden Cycle Gold Corporation ("GCGC"). Although AngloGold Ashanti
believes that the expectations reflected in such forward-looking statements are
reasonable, no assurance can be given that such expectations will prove to have
been correct. Accordingly, results could differ materially from those set out in
the forward-looking statements as a result of, among other factors, receipt of
necessary regulatory approvals, changes in economic and market conditions,
success of business and operating initiatives, changes in the regulatory
environment and other government actions, fluctuations in gold prices and
exchange rates, and business and operational risk management. For a discussion
of such factors, refer to AngloGold Ashanti`s annual report for the year ended
31 December 2006, which was distributed to shareholders on 29 March 2007.
AngloGold Ashanti undertakes no obligation to update publicly or release any
revisions to these forward-looking statements to reflect events or circumstances
after today`s date or to reflect the occurrence of unanticipated events.
This communication is being made in respect of the proposed merger transaction
involving AngloGold Ashanti and GCGC. In connection with the proposed
transaction, AngloGold Ashanti will file with the SEC a registration statement
on Form F-4 and GCGC will mail a proxy statement/prospectus to its stockholders,
and each will be filing other documents regarding the proposed transaction with
the U.S. Securities and Exchange Commission ("SEC") as well. BEFORE MAKING ANY
VOTING OR INVESTMENT DECISION, INVESTORS ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT
DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The final proxy
statement/prospectus will be mailed to GCGC`s stockholders. Stockholders will
be able to obtain a free copy of the proxy statement/prospectus, as well as
other filings containing information about AngloGold Ashanti and GCGC, without
charge, at the SEC`s Internet site (http://www.sec.gov). Copies of the proxy
statement/prospectus and the filings with the SEC that will be incorporated by
reference in the proxy statement/prospectus can also be obtained, without
charge, by directing a request to AngloGold Ashanti, 76 Jeppe Street, Newtown,
2001 PO Box 62117 Marshalltown 2107 Johannesburg 2001 T3 00000 South Africa,
Attention: Investor Relations, +27 11 637 6385, or to Golden Cycle Gold
Corporation, 1515 S. Tejon, Suite 201, Colorado Springs, CO 80906, Attention:
Chief Executive Officer, (719) 471-9013.
AngloGold Ashanti, GCGC and their respective directors and executive officers
and other persons may be deemed to be participants in the solicitation of
proxies in respect of the proposed transaction. Information regarding AngloGold
Ashanti`s directors and executive officers is available in AngloGold Ashanti`s
20-F and AngloGold Ashanti`s 2006 Annual Report on Form 10-K, and information
regarding GCGC`s directors and executive officers is available in GCGC`s proxy
statement for its 2007 annual meeting of stockholders and GCGC`s 2006 Annual
Report on Form 10-K. Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect interests, by
security holdings or otherwise, will be contained in the proxy
statement/prospectus and other relevant materials to be filed with the SEC when
they become available.
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such
jurisdiction. This communication is not an offer of securities for sale into the
United States. No offering of securities shall be made in the United States
except pursuant to registration under the US Securities Act of 1933, as amended,
or an exemption therefrom
Date: 14/01/2008 16:59:29 Produced by the JSE SENS Department.
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