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VANCOUVER, British Columbia, Jan. 20, 2022 (GLOBE NEWSWIRE) — Pretium Resources Inc. (NYSE:PVG) (“Pretivm” or the “Company”) today announced that the Company’s security holders (as defined below) have approved the previously announced acquisition of Pretivm by Newcrest Mining Limited (ASX/TSX/PNGX: NCM) (“Newcrest”) today Arrangement (“Transaction”) at an earlier special meeting of security holders (“Meeting”).
The special resolution approving the transaction was passed by 95.48% of the votes cast by Pretivm’s shareholders and option holders who purchased shares in the company (collectively, “Securitiesholders”), either in virtual presence or by proxy at the meeting , to vote for a class together.
Transaction details
Under the terms of the transaction, Pretivm shareholders have the option to receive C$18.50 per Pretivm share in cash (the “All-Cash Consideration”) or 0.8084 Newcrest per Pretivm Share until January 18, 2022 at 5:00pm (Vancouver time) , equivalent to a share consideration of C$18.50 based on the Canadian dollar equivalent of the 5-day volume-weighted average price (VWAP) of Newcrest shares on the Australian Securities Exchange (ASX) as of 8 November 2021 (“All Share Consideration ”), prorated to ensure that the total cash and Newcrest share consideration each represent 50% of the total transaction consideration. Pretivm shareholders who have not held an election will receive a default consideration of C$9.25 per Pretivm in cash and 0.4042 Newcrest shares per Pretivm (The “Default Consideration” together with the “Total Cash Consideration” and the “Total Share Consideration” are collectively referred to as the “Consideration”).
Based on the 187,937,059 shares of Pretivm outstanding on January 18, 2022, valid elections representing approximately 50.51% of the outstanding Pretivm shares were received prior to the election deadline. Accordingly, all Pretivm stockholders conducting elections will be subject to the following ratios:
- Pretivm shareholders who choose to accept the all-cash consideration will receive approximately C$10.81 cash and 0.3357 Newcrest stock per Pretivm stock; and
- Pretivm shareholders who elect to accept the full share consideration will receive 0.8084 shares of Newcrest per share of Pretivm.
Information regarding the share swap process is set out in the company’s management information circular (the “Circular”) dated December 16, 2021 in connection with the meeting.The Circular and accompanying Service Letter and Election Form (“Service Letter”) are available in the company profile on SEDAR at www.sedar.com, on EDGAR www.sec.gov and on the company website www.pretivm.com/investors/Newcrest-Transaction. Pretivm Registered Shareholders who have not done so must follow the procedure to complete and sign the Transmission Letter and return it for delivery with the Certificate/DRS Notice representing their shares and any other required documents and instruments. Non-registered Pretivm Shareholders who hold their shares through a broker, investment dealer, bank, trust company, custodian, nominee, or other intermediary or depository (each, an “Intermediary”) should contact their intermediary for information Instructions and assistance in collecting consideration.
Regulatory Approval
The deal is still subject to final approval…
The full story is available on Benzinga.com
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