Joint announcement: Sibanye Gold to make a cash offer to acquire the entire issued ordinary share capital of Wits Gold and cautionary announcement
The boards of directors of each of Wits Gold and Sibanye Gold are pleased to advise that Sibanye Gold has submitted an offer to the board of Wits Gold to acquire by way of a scheme of arrangement (“Scheme”) in terms of section 114 of the South African Companies Act, 2008 (the “Companies Act”) the entire issued share capital of Wits Gold (“Wits Gold Shares”) for a cash consideration of ZAR11.55 (equivalent to C$1.19*) per Wits Gold Share (“Scheme Consideration”) (the “Proposed Transaction”) on the terms and conditions set out in an implementation agreement (“Implementation Agreement”) executed between the parties on 10 December 2013.
The Implementation Agreement was executed following discussions between Wits Gold and Sibanye Gold and subsequent completion of a due diligence investigation on Wits Gold by Sibanye Gold, and replaces a non-binding term sheet concluded between the parties on 7 November 2013 (“Non-binding Term Sheet”). The Scheme will be proposed by the Wits Gold board of directors (“Wits Gold Board”) between Wits Gold and the holders of Wits Gold Shares including Wits Gold American Depositary Receipt (“ADR”) holders (“Wits Gold Shareholders”).
The Scheme Consideration represents a 35% premium to the 30 day volume weighted average price (“VWAP”) of Wits Gold shares traded on the JSE Limited (“JSE”) on 5 November 2013, being the agreed pricing date prior to execution of the Non-binding Term Sheet.
