ROYAL GOLD, INC. (NASDAQ:RGLD) (TSX:RGL) and
INTERNATIONAL ROYALTY CORPORATION (“IRC”) (TSX:IRC)
(NYSE-A:ROY) today announced that they have entered into an
agreement to undertake a Plan of Arrangement (“Arrangement”)
whereby Royal Gold, through its wholly-owned Canadian subsidiary,
and with the unanimous support of IRC’s management and board of
directors, will acquire all of the issued and outstanding common
shares of IRC.
At the election of the shareholder, each common share of IRC
will be exchanged for either C$7.451 in cash or 0.1385 common
shares of Royal Gold or a combination thereof, subject to a maximum
of US$350 million in cash and a maximum of 7.75 million common
shares of Royal Gold to be issued to IRC shareholders. If IRC
shareholders elect to receive more than approximately US$314
million in cash, the number of Royal Gold common shares issued will
be reduced on a pro-rated basis until such cash election reaches a
maximum of US$350 million. Assuming the maximum share election,
this offer consists of 0.0771 shares of Royal Gold plus US$3.12 in
cash for each fully diluted share of IRC, implying 56% stock
consideration. Assuming the maximum cash election, this offer
consists of 0.0700 shares of Royal Gold plus US$3.48 in cash for
each fully diluted share of IRC, implying 51% stock
consideration.
IRC shareholders residing in Canada will have the option to
elect 0.1385 exchangeable shares of a wholly-owned Canadian
subsidiary of Royal Gold in lieu of electing Royal Gold common
shares. Each exchangeable share can be redeemed for one common
share of Royal Gold at the election of the shareholder. No more
than 7,750,000 Royal Gold common shares and exchangeable shares
will be issued in the aggregate.
The transaction values IRC at approximately C$7491 million. This
represents a premium of approximately 70% over IRC’s 20-day
volume-weighted average trading price on the TSX through December
4, 2009, which was the last trading day prior to a publicly
announced takeover bid for IRC.
IRC’s board of directors has unanimously determined that the
Arrangement is in the best interest of IRC and its shareholders and
will recommend that IRC shareholders vote in favor of the
transaction. All of the directors and senior officers of IRC, and
one significant IRC shareholder have entered into voting agreements
in which they have agreed to vote their shares in support of the
transaction. Together, those subject to the voting agreements
represent a combined ownership of 26.8% of IRC’s fully diluted
shares outstanding.
Tony Jensen, President and CEO of Royal Gold, stated, “The
combination of Royal Gold and IRC brings together a portfolio of
nearly 200 royalty interests and creates a combined company that
would hold royalty interests on some of the highest quality mines
in the world, generate substantial cash flow, and yield one of the
most attractive project development pipelines in the entire mineral
industry. For the twelve months prior to September 30, 2009, the
combined entities generated US$113 million in royalty revenue, 71%
of which was attributable to precious metals. With most of the
future growth in the IRC portfolio coming from precious metals,
both sets of shareholders will benefit from gold focused revenue
growth. We are dedicated to building a premium precious metals
royalty company and welcome IRC shareholders to participate in the
upside already embedded within Royal Gold.”
The strategic benefits offered by this transaction include:
- Significant Expansion of Royal
Gold’s Royalty Portfolio
- The combined company’s portfolio
would include 31 producing royalty properties, 20 development stage
properties, and 143 evaluation and exploration projects further
diversifying the company’s revenue and asset base principally in
the geopolitically attractive locations of Canada, Chile and
Australia,
- The combined company would
expand its royalty ownership of world-class assets with significant
revenue potential, including a royalty interest on Vale’s Voisey’s
Bay mine and an additional royalty interest that is nearly three
times Royal Gold’s existing interest at Barrick’s Pascua-Lama
project resulting in another long life, cornerstone precious metal
royalty asset.
- The combined company will
immediately receive royalty revenue from an additional 11 producing
assets upon closing,
- The combined company’s precious
metal revenue is initially projected at near 70% of total revenue
and is expected to approach 80% of total revenue when Pascua-Lama
is commissioned,
- While the number of assets would
grow by 63%, significant overlap of business interests will result
in improved expense efficiencies and enhanced margins.
Douglas B. Silver, Chairman and CEO of IRC, said, “The
combination of IRC and Royal Gold offers IRC shareholders an
opportunity to immediately increase the value of their
shareholdings and to participate in the royalty industry’s leading
growth profile. Royal Gold’s strong management team has built a
high-quality royalty portfolio with impressive organic growth, and
the even more rapid growth rate from IRC’s existing precious metals
royalties will enhance it significantly. The combined asset base,
particularly with its concentration of precious metals royalties on
long-life, low-cost mines, should afford shareholders the benefits
of premium share valuations and outstanding organic growth for
years to come.”
The closing of the transaction is not subject to due diligence,
Royal Gold shareholder approval or financing contingencies. The
cash required for the acquisition will be sourced from available
and unrestricted cash, together with committed credit facilities
totaling US$225 million. The closing of the transaction is subject
to, among other things, receipt of court approval and the
affirmative vote of at least 66 2/3 percent of the votes cast by
IRC shareholders and option holders at a special meeting of the IRC
shareholders.
Pursuant to the terms of the Arrangement, IRC is subject to
customary non-solicitation covenants. In the event a superior
proposal is made, Royal Gold has the right to match such proposal,
and in the event IRC’s board of directors changes its
recommendation or terminates the Arrangement, IRC has agreed to pay
Royal Gold a termination fee of US$32 million. In certain other
circumstances where the transaction is not completed, IRC is
obligated to reimburse Royal Gold’s expenses up to a maximum of
US$5 million.
Royal Gold has engaged Goldman, Sachs & Co. and HSBC as its
financial advisors and Hogan & Hartson LLP and McCarthy
Tétrault LLP as its legal advisors in connection with the
transaction.
About Royal Gold
Royal Gold is a precious metals royalty company engaged in the
acquisition and management of precious metal royalty interests. The
Company currently owns royalties on 118 properties on six
continents, including royalties on 21 producing mines and 12
development stage projects. Royal Gold is publicly traded on the
NASDAQ Global Select Market under the symbol "RGLD," and on the
Toronto Stock Exchange under the symbol "RGL."
About International Royalty Corporation
International Royalty is a global mineral royalty company. IRC
currently holds 84 royalties including an effective 2.7% NSR on the
Voisey’s Bay mine, a sliding-scale NSR on the Chilean portion of
the Pascua-Lama project, a 1.5% NSR on the Las Cruces project and a
1.5% NSR on approximately 3.0 million acres of gold lands in
Western Australia. IRC is senior listed on the Toronto Stock
Exchange (TSX:IRC) as well as the NYSE Amex (NYSE-A: ROY).
Conference Call
A conference call reviewing the transaction will be held on
Friday, December 18 at 9:00 a.m. Mountain Time (11:00 a.m. Eastern
Time) and will be available by calling (800) 603-2779 (North
America) or (973) 200-3960 (international), access #47708536. The
call will be simultaneously broadcast on the Royal Gold’s website
at www.royalgold.com under the “Presentations” section. A
replay of this webcast will be available on Royal Gold’s website
approximately two hours after the call ends.
Cautionary “Safe Harbor” Statement Under the Private
Securities Litigation Reform Act of 1995: With the exception of
historical matters, the matters discussed in this press release are
forward-looking statements that involve risks and uncertainties
that could cause actual results to differ materially from
projections or estimates contained herein. Such forward-looking
statements include: statements regarding a combined company holding
royalties on some of the highest quality mines in the world,
generating substantial cash flow with at least 80% precious metal
revenue, and yielding one of the most attractive project
development pipelines in the mineral industry; statements regarding
most of the growth in the IRC portfolio coming from precious metals
and that both sets of shareholders will benefit from gold focused
revenue, the upside already embedded within Royal Gold and the
expected closing of the transaction, statements that the
combination offers IRC shareholders an opportunity to increase the
value of their shareholdings immediately and to participate in the
royalty industry’s leading growth profile of the merged entities,
that the rapid growth rate from IRC’s existing precious metals
royalties will enhance Royal Gold’s growth rate significantly and
that the combined asset base, particularly with its concentration
of precious metals royalties on long-life, low-cost mines, should
afford shareholders the benefits of premium share valuations and
outstanding organic growth for years to come; all statements
relating to the strategic benefits offered by the transaction,
including statements regarding the significant expansion of the
Company’s royalty portfolio, the overlap of business interests
resulting in improved expense efficiencies and enhanced margins,
increased royalty holdings on world-class assets with significant
revenue potential and a tremendous platform for future growth, an
immediate impact on revenue from additional producing assets, and
an increase in gold reserves. Factors that could cause actual
results to differ materially from the projections include, among
others, any delay in the closing or termination of the transaction
to acquire the outstanding shares of IRC, precious metals prices,
performance of and production at IRC’s or the Company's royalty
properties, decisions and activities of the operators of the
Company's or IRC’s royalty properties, unanticipated grade,
geological, metallurgical, processing or other problems the
operators of the mining properties may encounter, delays in the
operators securing or their inability to secure necessary
governmental permits at Andacollo or other mines, changes in
project parameters as plans continue to be refined, economic and
market conditions, possible liquidity and production problems at
Taparko and other royalty properties, the Company’s exercise of its
rights under the Taparko Funding Agreement, buy-down rights at
Malartic, litigation, the closing of the Andacollo transaction, the
ability of the operator to bring the Andacollo project into
production as expected, and other subsequent events, as well as
other factors described in the Company's Annual Report on Form
10-K, Quarterly Report on Form 10-Q, and other filings with the
Securities and Exchange Commission. Most of these factors are
beyond the Company’s ability to predict or control. The Company
disclaims any obligation to update any forward-looking statement
made herein. Readers are cautioned not to put undue reliance on
forward-looking statements.
1 Based on Royal Gold’s share price and the currency exchange
rate on December 14, 2009
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