Crown Resources Corporation - Kinross Gold Corporation Transaction Likely Will Qualify as a Tax-Free Exchange
08 Juillet 2005 - 11:43PM
Business Wire
Crown Resources Corporation (OTCBB:CRCE) ("Crown") announced that
after further review of the Crown - Kinross Gold Corporation
(TSX:K) (NYSE:KGC) ("Kinross") transaction as contemplated under
the definitive acquisition agreement (the "Agreement"), Crown now
believes the transaction likely will qualify as a tax-free
exchange. Kinross and Crown recently amended the Agreement to
extend the termination date and to make certain other changes that
have previously been announced. Also, as previously announced,
Kinross has purchased convertible debt of Crown, and Crown has
declared a dividend using some of the proceeds from the sale of the
convertible debt. The payment of the dividend changes the tax
analysis of the acquisition contemplated by the Agreement. For this
reason, Crown undertook further analysis that has led it to
conclude that the acquisition likely will continue to qualify as a
tax-free reorganization, although certain facts, that Crown does
not now regard as probable, could change that analysis prior to the
closing of the acquisition. Crown and Kinross will continue to
monitor the situation and will include a description of the
probable tax consequences of the acquisition in the definitive
Proxy Statement/Prospectus that they will jointly distribute as
provided in the Agreement, which should be carefully reviewed by
all Crown shareholders. Crown previously announced that its board
of directors declared a special dividend of $0.21 per share of
Crown common stock (see the news release dated June 21, 2005). The
dividend will be paid on July 26, 2005 to Crown shareholders of
record as of the close of business on July 14, 2005. To ensure
compliance with Internal Revenue Service Circular 230, investors
are hereby notified that: (A) any discussion of federal tax issues
in this press release is not intended or written to be relied upon,
and cannot be relied upon by any investor or any other person, for
the purpose of avoiding penalties that may be imposed under the
Internal Revenue Code; (B) such discussion was written to support
the promotion or marketing (within the meaning of IRS Circular 230)
of the transactions or matters addressed herein; and (C) each
investor should seek advice based on the investor's particular
circumstances from an independent tax advisor. This notice is given
solely for purposes of ensuring compliance with IRS Circular 230.
This notice is not intended to imply that any particular person in
fact supported the promotion or marketing of any transaction or
matter, and it does not itself constitute evidence that any
particular person did so. Where to Find Additional Information
about the Transaction: This press release is not, and is not
intended to be, a solicitation of proxies or an offer of
securities. Investors and security holders of Kinross and Crown are
urged to read the definitive Proxy Statement/Prospectus and other
relevant materials, when they become available, as they will
contain a description of the anticipated tax consequences of the
proposed transaction and other important information about Kinross,
Crown and the proposed acquisition. When available, the definitive
Proxy Statement/Prospectus will be mailed to Crown shareholders and
it, together with other relevant materials and documents filed by
Kinross or Crown with the SEC, will be available free of charge at
the SEC's website at http://www.sec.gov, or directly from Kinross.
This press release includes certain "Forward-Looking Statements"
within the meaning of section 21E of the United States Securities
Exchange Act of 1934, as amended. All statements, other than
statements of historical fact, included herein, including without
limitation, statements regarding the potential tax treatment of the
proposed transaction, are forward-looking statements that involve
various risks and uncertainties. The tax treatment of the proposed
transaction is subject to the facts and circumstances that may
exist at the time of closing, which cannot currently be predicted
and many of which are beyond the control of Crown and Kinross.
There can be no assurance that the foregoing statements regarding
the potential tax treatment of the proposed transaction will prove
to be accurate and actual results and future events could differ
materially from those anticipated. Crown shareholders should not
rely on this press release as a definitive description of the tax
consequences of the proposed transaction and should carefully
review the definitive Proxy Statement/Prospectus when it is
available.
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