Finally, Aurizon Mines' (NYSEMKT: AZK) board of directors has found a suitor it can live with. More than a month after the Canadian gold miner rejected an offer from Alamos Gold (AGI 2.11%) , Aurizon announced on Monday that it has agreed to sell itself to Hecla Mining (HL 0.95%) in a deal valued at C$796 million, or $C4.75 per share.
This tops Alamos' offer, valued on Jan. 14 at C$780 million, or C$4.65 per share. (Translated into American dollars, the newest deal is worth less than the previous one. Aurizon and Alamos are based in Canada. Hecla is based in Idaho.)
The new deal, valued at C$796 million ($774.5 million), calls for Hecla to pay each Aurizon shareholder either C$4.75 ($4.63) or 0.9953 of a Hecla share per Aurizon share owned. One caveat is that Hecla wants to not issue too many shares, nor be forced to come up with too much cash all at once. For this reason, there is a caveat to the purchase offer -- total cash consideration is not to exceed C$513,631,193 ($500.3 million), nor shall total shares issued exceed 57 million.
Assuming a nice mix of shareholders electing to be paid in Hecla shares, and shareholders preferring cash, Hecla is targeting a mixed payment averaging C$3.11 ($3.03) cash plus 0.34462 of a Hecla share per Aurizon common share bought.
Aurizon's Board of Directors is backing Hecla's offer. The board defends choosing Hecla's offer over Alamos' earlier offer by saying that Hecla's price is about 12% above the "implied current value of the Alamos offer, based on the closing share prices of both Alamos and Aurizon on March 1, 2013." The parties say they expect to close this deal sometime in Q2 2013. Shareholder and regulatory approval are required. If the deal falls through, Aurizon has agreed to pay a termination fee of C$27.2 million in certain circumstances.
Alamos said it will not increase its offer, which expires at 5 p.m. today. It said it continues to believe the "combined company resulting from the merger of Alamos and Aurizon will be in a far better position to return value to Aurizon shareholders over the near-, mid- and long-term, than the company which would result from the Hecla offer proposed by the Aurizon board."
