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.
The technical storage or access is strictly necessary for the legitimate purpose of enabling the use of a specific service explicitly requested by the subscriber or user, or for the sole purpose of carrying out the transmission of a communication over an electronic communications network.
The technical storage or access is necessary for the legitimate purpose of storing preferences that are not requested by the subscriber or user.
The technical storage or access that is used exclusively for statistical purposes.The technical storage or access that is used exclusively for anonymous statistical purposes. Without a subpoena, voluntary compliance on the part of your Internet Service Provider, or additional records from a third party, information stored or retrieved for this purpose alone cannot usually be used to identify you.
The technical storage or access is required to create user profiles to send advertising, or to track the user on a website or across several websites for similar marketing purposes.