Alamos Gold announce that it has entered into a definitive agreement whereby Alamos will acquire all of the issued and outstanding shares of Richmont pursuant to a plan of arrangement. Under the terms of the Agreement, all of the Richmont issued and outstanding common shares will be exchanged on the basis of 1.385 Alamos common shares for each Richmont common share.
The Exchange Ratio implies consideration of C$14.20 per Richmont common share, based on the closing price of Alamos common shares on the Toronto Stock Exchange (“TSX”) on September 8, 2017. This represents a 22% premium to Richmont's closing price and a 32% premium based on both companies' 20-day volume-weighted average prices, both as at September 8, 2017 on the TSX. This implies a total equity value of approximately US$770 million on a fully diluted in-the-money basis and an enterprise value of US$683 million.
Upon completion of the Transaction, existing Alamos and Richmont shareholders will own approximately 77% and 23% of the pro forma company, respectively.
Concurrent with the announcement of the Transaction, Richmont announced the sale of the Beaufor Mine, the Camflo Mill and the Wasamac development project located in Quebec (collectively the “Quebec Assets”). Further details regarding the sale of the Quebec Assets can be found in the Richmont press release dated September 11, 2017. The sale of the Quebec Assets is the culmination of a strategic review process that Richmont publicly disclosed in Q1 2017. The sale is expected to close on, or about, September 29, 2017 and is not a condition to the Transaction.
Key highlights
- Acquisition of a High-Quality, Free Cash Flowing Mine in a World Class Jurisdiction – Island Gold is a long-life, high-grade underground mine with growing production and first quartile cash costs, located in Ontario, Canada.
- Solidifies Position as a Leading Intermediate Gold Producer – Combined entity is expected to have diversified gold production of over 500,000 ounces in 2017, anchored by three core, low-cost, long-life operations in Canada and Mexico.
- Superior Production Growth and Cost Profile – Island Gold's near term production growth complements Alamos' existing peer-leading growth profile, while lowering the near and long-term cost profile of the combined company.
- Improved Cash Flow Generation To Support Peer Leading Growth Pipeline – Island Gold provides immediate cash flow accretion and stronger operating cash flow to support internal growth initiatives of the pro forma company.
- Stronger Financial Position and Flexibility – Combined entity will have increased financial flexibility with enhanced free cash flow, no debt, and a strengthened balance sheet with cash and equity securities of approximately US$229 million.
- Revaluation Opportunity Through Enhanced Capital Markets Profile – Combined entity will become a top 10 gold producer in North America, with nearly 60% of its production in Canada, peer leading growth, a strong balance sheet, proven management team, and increased trading liquidity providing a strong revaluation opportunity through its enhanced appeal in the market.
John McCluskey, President and CEO of Alamos, stated: “Our combination with Richmont reflects our core strategy of creating long term value through operating high quality assets. The Island Gold Mine is a high quality asset in every respect. We see excellent potential for reserve and production growth from one of the highest grade, lowest cost gold mines in Canada. With this production base, growth, and balance sheet strength, Alamos will be the leading intermediate producer and presents a compelling revaluation opportunity for both Alamos and Richmont shareholders.”
Renaud Adams, President and CEO of Richmont, stated: “Over the past three years, Richmont has delivered on its commitment to create value for our shareholders through our disciplined approach to growing production and reducing costs at the Island Gold Mine. This transaction builds on that commitment as our shareholders will benefit from having meaningful ownership in a diversified intermediate producer with a portfolio of high-quality assets and a proven and experienced management team that shares our commitment to creating long-term sustainable value. Our shareholders will maintain exposure to the potential of the Island Gold Mine, which is now firmly established as one of the lowest cost operations in the Americas.”
The proposed Transaction will be completed pursuant to a plan of arrangement completed under the Business Corporations Act (Quebec). The Transaction will require approval by 66 2/3 percent of the votes cast by the shareholders of Richmont at a special meeting of Richmont shareholders expected to be held in November 2017. The issuance of shares by Alamos pursuant to the Transaction is also subject to approval by the majority of the votes cast by the shareholders of Alamos at a special meeting of Alamos shareholders expected to be held in November 2017 with the transaction expected to close mid-November 2017. The directors and senior officers of Richmont and Alamos have entered into voting support agreements, pursuant to which they will vote their common shares held in favour of the Transaction.
In addition to shareholder and court approvals, the Transaction is subject to applicable regulatory approvals and the satisfaction of certain other closing conditions customary for a transaction of this nature. The Arrangement Agreement includes customary deal protections, including reciprocal fiduciary-out provisions, non-solicitation covenants, and the right to match any superior proposals. Additionally, a reciprocal break fee payable in an amount of C$35 million and a reciprocal expense reimbursement fee is payable by one party to the other party in certain circumstances, if the Transaction is not completed.
Full details of the Transaction will be included in the meeting materials which are expected to be mailed to the respective shareholders of Alamos and Richmont in October 2017.
The Agreement has been unanimously approved by the Boards of Directors of Alamos and Richmont, and each board recommends that their respective shareholders vote in favor of the Transaction.
The Board of Directors of Alamos has received an opinion from BMO Capital Markets that based upon and subject to the assumptions, limitations, and qualifications stated in such opinion, the consideration to be paid by Alamos pursuant to the Transaction is fair, from a financial point of view, to Alamos. The Board of Directors of Richmont has received separate opinions from Macquarie Capital Markets Canada Ltd. and Maxit Capital LP that based upon and subject to the assumptions, limitations, and qualifications stated in each such opinions, the consideration to be received by Richmont shareholders pursuant to the Transaction is fair, from a financial point of view, to Richmont shareholders.
