Luxor Commences Offer to Acquire Common Shares of Crocodile Gold for $0.56 per Share in Cash
PR Newswire
NEW YORK, Dec. 23, 2011
NEW YORK, Dec. 23, 2011 /PRNewswire/ – Luxor Capital Group, LP (“Luxor”)
announced today that Armant, LLC (the “Offeror”), an affiliate of
investment funds managed by Luxor, has formally commenced the
previously announced offer (the “Offer”) to acquire up to 215,386,435
common shares (“Common Shares”) of Crocodile Gold Corp. (“Crocodile
Gold”), which, together with the Common Shares already owned and
controlled by funds managed by Luxor (the “Luxor Group”), would
constitute approximately 85% of the outstanding Common Shares. As
previously disclosed, the purchase price under the Offer will be
Cdn.$0.56 per Common Share in cash.
The Offer represents a premium of $0.22, or approximately 65%, to the
closing price of the Common Shares on the Toronto Stock Exchange (the
“TSX”) on the date of announcement of the Offer. It also represents a
premium of approximately 61% to the volume weighted average trading
price of the Common Shares for the last 20 trading days prior to the
announcement of the Offer.
The offer is scheduled to expire at 5:00 p.m. (Toronto time) on January
30, 2012, unless the Offer is extended or withdrawn by the Offeror.
The Offer is conditional upon, among other things, the board of
directors of Crocodile Gold waiving the application of the shareholder
rights plan – also known as a poison pill – adopted, in response to the
Offer and without shareholder approval, by Crocodile Gold’s board of
directors on December 19, 2011, or the poison pill otherwise being
rendered inoperable. The Offer will also be conditional upon there
having been validly deposited and not withdrawn a number of Common
Shares which, when taken together with the Common Shares already owned
and controlled by the Luxor Group, represent at least 50% of the issued
and outstanding Common Shares, as well as other customary conditions
and applicable regulatory approvals. The Offer is not subject to a
financing condition.
The full terms of the Offer and its conditions are included in the offer
and take-over bid circular and related documents that are being mailed
to holders of Common Shares (and rights to acquire Common Shares)
today, copies of which are available under Crocodile Gold’s profile at www.sedar.com. Luxor is being advised by RK Equity Capital Markets.
This news release contains summary information only about the Offer.
Complete information about the Offer is available by referring to the
offer and take-over bid circular and related documents filed with
Canadian securities regulators.
Certain statements in this news release constitute forward-looking
information within the meaning of applicable Canadian securities laws
and are prospective in nature. Forward-looking information is not based
on historical facts, but rather on current expectations and projections
about future events, and is therefore subject to risks and
uncertainties which could cause actual results to differ materially
from the future results expressed or implied by the forward-looking
information. Forward-looking information generally can be identified by
the use of forward-looking words such as “may”, “should”, “will”,
“could”, “intend”, “estimate”, “plan”, “anticipate”, “expect” or
“believe”, or grammatical variations thereof. Such statements are
qualified in their entirety by the inherent risks and uncertainties
surrounding future expectations. Important factors that could cause
actual results to differ materially from the expectations of the Luxor
Group include, among other things, the failure to meet certain
conditions of the Offer, the failure of the Common Shares to meet the
TSX listing requirements following completion of the Offer, general
business and economic conditions globally or in particular geographic
regions in which Crocodile Gold and its subsidiaries conduct business,
the inability to attract and retain qualified employees, competition,
regionally and internationally, changes in law, disruptions in business
operations due to reorganization activities, and interest rate and
foreign currency fluctuations. Such forward-looking information should
therefore be construed in light of such factors, and the Luxor Group is
not under any obligation, and expressly disclaims any intention or
obligation, to update or revise any forward-looking information,
whether as a result of new information, future events or otherwise.
Information concerning Crocodile Gold contained in this news release has
been taken from, or is based upon, publicly available information and
records on file with Canadian securities regulatory authorities and
other public sources. Crocodile Gold has not reviewed this news release
and has not confirmed the accuracy and completeness of the information
in respect of Crocodile Gold contained herein. Although the Offeror has
no knowledge that would indicate that any statements contained herein
concerning Crocodile Gold taken from or based on such documents and
records are untrue or incomplete, neither the Offeror, nor any of its
affiliates or affiliated investment funds, nor any of their respective
partners, directors or officers, assumes any responsibility for the
accuracy or completeness of such information or for any failure of
Crocodile Gold or its directors or officers to disclose events or facts
which may have occurred or which may affect the significance or
accuracy of any such information but which are unknown to it.
The Offer is being made for the securities of a Canadian issuer and the
offer is subject to Canadian disclosure requirements. Shareholders
should be aware that such disclosure requirements are different from
those of the United States.
SOURCE Luxor Capital Group, LP
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