Denison Mines Corp.
(NYSE Amex: DNN) and JNR Resources
Inc. ("JNR") announced today that they have entered into an Amending
Agreement to amend their previously announced Acquisition Agreement,
so that the acquisition of JNR will now proceed by way of a Plan of
Arrangement (the "Arrangement") instead of a take-over bid (the
"Bid").
The acquisition of JNR shares under the Arrangement will occur on
substantially the same terms as the Bid, namely JNR shareholders will
receive 0.073 of a Denison common share (the "Exchange Ratio") in
exchange for each JNR common share held on the record date of
December 12, 2012. The Arrangement will also provide for the issuance
of replacement warrants and options to holders of outstanding
warrants and options on similar terms as adjusted by the Exchange Ratio. The completion of the Arrangement will be subject to usual
terms and conditions, including the following:
a. Approval of the Arrangement by special resolution of JNR's shareholders,
optionholders and warrantholders;
b. Court approval of the Arrangement;
c. Receipt of any required third party approvals and consents; and
d. Receipt of all required regulatory approvals, including acceptance by
the Toronto Stock Exchange.
Key provisions of the Acquisition Agreement, such as the
non-solicitation covenant on the part of JNR, the right in favour of
Denison to match any superior proposal and the termination fee of
$325,000 payable to Denison in certain circumstances including if JNR accepts a superior proposal, have not been amended.
The Arrangement allows the transaction to be completed within the
same approximate time frame as the Bid, with closing planned for
February 1, 2013, on a more cost effective basis. Documents relating
to the Arrangement, including the information circular required in
connection with JNR's special shareholder meeting scheduled for
January 28, 2013, are to be mailed to JNR shareholders in early
January 2013.
Market News and Data brought to you by Benzinga APIs© 2024 Benzinga.com. Benzinga does not provide investment advice. All rights reserved.
Comments
Loading...
Posted In: News
Benzinga simplifies the market for smarter investing
Trade confidently with insights and alerts from analyst ratings, free reports and breaking news that affects the stocks you care about.
Join Now: Free!
Already a member?Sign in