Kinross announces friendly combination with Aurelian
Aurelian shareholders receive 63% premium
Kinross to acquire major growth asset
Kinross committed to continue responsible development in Ecuador
Toronto, Ontario, July 24, 2008
– Kinross Gold Corporation (TSX:K; NYSE:KGC) and Aurelian
Resources Inc. (TSX:ARU) announced today that their respective Boards of Directors have
approved a business combination by way of a friendly offer by Kinross to acquire 100% of the
outstanding common shares of Aurelian, and that they have signed a Support Agreement
pursuant to which Aurelian’s Board of Directors has unanimously agreed to support the Kinross
offer. The total value of the offer is approximately $1.2 billion.
Highlights of the Transaction
For each Aurelian common share, Kinross will offer 0.317 of a Kinross common share, plus
0.1429 of a warrant, with each warrant entitling the holder to acquire one Kinross common
share. The Kinross warrants have an exercise price of $32.00 per Kinross common share
and will expire five years after the date on which Kinross first pays for Aurelian common
shares tendered to the offer. Kinross expects to issue approximately 47 million common
shares pursuant to the transaction (assuming exercise of all in-the-money Aurelian options
and excluding any shares issuable upon exercise of the Kinross warrants), representing
approximately 8% of Kinross’ current outstanding common shares.
Based on the preceding 20-day volume-weighted average price of Kinross’ common shares
on the TSX (and assuming a value of $0.92 per fractional warrant), the value of the offer is
$8.20 per Aurelian common share, which represents a premium of approximately 63% over
the preceding 20-day volume-weighted average price of Aurelian common shares.
The Board of Directors of Aurelian, after receiving the recommendation of a special
committee of independent directors created by Aurelian to oversee the transaction process,
has unanimously determined that the Kinross offer is in the best interests of Aurelian’s
shareholders, and unanimously recommends that the Aurelian shareholders tender their
common shares to the offer. The directors and senior officers of Aurelian have entered into
lock-up agreements with Kinross and have agreed to tender all of their Aurelian common
shares to the offer.
BMO Capital Markets and Dundee Securities Corporation, Aurelian’s financial advisors,
have provided oral opinions to the Aurelian Board of Directors that the consideration offered
is fair, from a financial point of view, to Aurelian’s shareholders.