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AngloGold Ashanti Limited notes that its partner, Randgold Resources Limited, has entered into an irrevocable commitment to implement the proposed Randgold transaction with Moto Goldmines
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| Monday, July 27, 2009 |
Further to its announcement of 16 July 2009, AngloGold Ashanti Limited ("AngloGold Ashanti" or "the Company") notes the announcement made by Moto Goldmines Limited ("Moto" or the "Company") (TSX:MGL) (AIM:MOE) earlier today and is pleased that the Board of Moto has determined that the Proposed Randgold Transaction constitutes a "Superior Proposal" as defined under the arrangement agreement between Red Back Mining Inc. ("Red Back") and Moto, entered into on 1 June 2009, as amended effective 26 June 2009 (the "Red Back Agreement"). In addition, Randgold Resources Limited ("Randgold"), with the support of AngloGold Ashanti, has executed an irrevocable commitment to enter into an arrangement agreement to implement the Proposed Randgold Transaction, provided that Red Back does not match the Proposed Randgold Transaction by the end of the day (12:00 midnight (Vancouver time)) on Tuesday, 4 August 2009.
On 16 July 2009, Randgold announced the terms of a proposed transaction (the "Proposed Randgold Transaction"), under which Moto shareholders would receive 0.07061 of an ordinary share of Randgold (or, where applicable, 0.07061 of an American Depositary Share of Randgold) per Moto share. In addition, Moto shareholders would be provided the option to elect to receive (in lieu of Randgold shares or ADSs) cash consideration of US$4.47 per Moto share (C$5.00 based on the noon exchange rate published by the Bank of Canada on 15 July 2009) in respect of all or some of their Moto shares, subject to proration based on an aggregate maximum cash amount payable to all Moto shareholders under the Proposed Randgold Transaction of US$244 million.
Upon closing of the Proposed Randgold Transaction, AngloGold Ashanti will acquire an indirect 50% interest in Moto for approximately US$244 million in cash, plus a 50% share in certain other transaction related liabilities and expenses. AngloGold Ashanti has received all necessary regulatory and other approvals to implement this transaction.
Shareholders are referred to separate announcements made by Moto and Randgold today describing in greater detail the above arrangements.
Financial Advisor to AngloGold Ashanti
CIBC
Legal Advisors to AngloGold Ashanti
Fasken Martineau DuMoulin LLP
Shearman & Sterling LLP
JSE Sponsor
UBS
| Contacts |
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Tel: |
Mobile |
E-mail: |
| Alan Fine (Media) |
+27 (0) 11 637 6383 |
+27 (0) 83 250 0757 |
afine@AngloGoldAshanti.com |
| Joanne Jones (Media) |
+27 (0) 11 637 6813 |
+27 (0) 82 896 0306 |
jjones@anglogoldashanti.com |
| Sicelo Ntuli (Investors) |
+27 (0) 11 637 6339 |
+27 (0) 71 608 0991 |
sntuli@anglogoldashanti.com |
| Stewart Bailey (Investors) |
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+1 646 717 3978 |
sbailey@anglogoldashanti.com |
Disclaimer
Certain statements made in this communication, including, without limitation, those concerning AngloGold Ashanti’s strategy to reduce its gold hedging position including the extent and effects of the reduction, the economic outlook for the gold mining industry, expectations regarding gold prices, production, cash costs and other operating results, growth prospects and outlook of AngloGold Ashanti’s operations, individually or in the aggregate, including the completion and commencement of commercial operations of certain of AngloGold Ashanti’s exploration and production projects and completion of acquisitions and dispositions, AngloGold Ashanti’s liquidity and capital resources, and expenditure and the outcome and consequences of any pending litigation proceedings, contain certain forward-looking statements regarding AngloGold Ashanti’s operations, economic performance and financial condition. 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, 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 2008, which was distributed to shareholders on 27 March 2009 and the company’s annual report on Form 20-F, filed with the Securities and Exchange Commission in the United States on May 5, 2009 as amended on May 6, 2009. 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. All subsequent written or oral forward-looking statements attributable to AngloGold Ashanti or any person acting on its behalf are qualified by the cautionary statements herein.
AngloGold Ashanti posts information that is important to investors on the main page of its website at www.anglgoldashanti.com and under the "Investors" tab on the main page. This information is updated regularly. Investors should visit this website to obtain important information about AngloGold Ashanti. | |
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