Re: News Release Wednesday, June 18, 2008
Eldorado And Frontier Reach Agreement On Acquisition - Eldorado'S
Offer Varied And Extended To July 2, 2008
VANCOUVER, BC -- Paul N. Wright, President and Chief Executive Officer
of Eldorado Gold Corporation ("Eldorado" or "we") announced today that
Eldorado has signed a definitive support agreement (the "Support
Agreement") with Frontier Pacific Mining Corporation ("Frontier")
pursuant to which Frontier's Board of Directors has agreed to
unanimously support Eldorado's revised offer to acquire all of the
outstanding common shares of Frontier (the "Offer").
In addition to the original Offer consideration of 0.1220 Eldorado
common shares and Cdn.$0.0001 in cash, Frontier shareholders will also
receive one exchange receipt (an "Exchange Receipt") for each common
share of Frontier. Each Exchange Receipt will entitle its holder to
receive, without payment of additional consideration, 0.008 common
shares of Eldorado, conditional upon a joint ministerial resolution
being issued prior to July 1, 2009 by the Greek Joint Ministerial
Council, comprised of the Greek Ministries of Environment, Agriculture,
Culture, Development and Health, accepting the environmental terms of
reference drafted by the Ministry of the Environment for Frontier's
Perama Hill gold project. If the joint ministerial resolution accepting
the environmental terms of reference is not received prior to July 1,
2009, the Exchange Receipts will be cancelled. The Exchange Receipts
will be governed by the terms of an indenture to be entered into
between Eldorado and an Exchange Receipt trustee. The issuance of the
Eldorado common shares underlying the Exchange Receipts will occur
automatically upon satisfaction of the conditions governing the terms
of the Exchange Receipts. Eldorado will use its best efforts to cause
the Exchange Receipts to be listed on the TSX.
Eldorado's president and chief executive officer, Paul N. Wright, noted
"The variance in our Offer for Frontier achieves a consensual
transaction which we believe is in the interests of our shareholders.
While we have not altered our view as to the permitting timeline
achievable in respect of the Perama Hill project, we believe that the
modest additional dilution to our shareholders would be well worth it
in the event that we are successful in achieving earlier permitting
than is expected."
The directors and officers of Frontier have entered into lock-up
agreements with Eldorado pursuant to which they have agreed to tender
their Frontier common shares to the revised Offer. A total of
71,782,616 common shares of Frontier, or 41.17 % of its outstanding
common shares on a fully diluted basis, are now subject to lock-up
agreements with Eldorado, including the April 20, 2008 lock-up
agreement with Dundee Precious Metals Inc.
Based on careful review of the revised terms of the Eldorado Offer
among other factors, the Board of Directors of Frontier has determined
that the revised Eldorado Offer is fair to Frontier's shareholders and
unanimously recommends that its shareholders accept the revised Offer.
Frontier's financial advisors, Thomas Weisel Partners Canada Inc., has
provided an opinion to the Frontier Board of Directors that, subject to
the assumptions, limitations and qualifications stated in the opinion,
the consideration to be received under the revised Offer is fair, from
a financial point of view, to Frontier shareholders.
In compliance with applicable securities laws, Eldorado has extended
the revised Offer until 5:00 pm (Toronto time) on July 2, 2008. A
Notice of Extension is expected to be mailed to Frontier shareholders
by Friday June 20, 2008.
The Support Agreement
The Support Agreement provides for, among other things,
non-solicitation and ordinary-course operation covenants, customary
"fiduciary out" provisions that entitle Frontier to consider and accept
a superior proposal, a right in favour of Eldorado to match a superior
proposal and the payment to Eldorado of a termination payment of C$7.2
million in certain circumstances.
About the Offer
Copies of Eldorado's Offer and Circular dated May 9, 2008, related
Letter of Transmittal and Notice of Guaranteed Delivery and Notice of
Change in Information dated June 5, 2008 are available on Eldorado's
website at www.eldoradogold.com or from the Canadian System for
Electronic Document Analysis and Retrieval at www.sedar.com. The Notice
of Extension relating to the varied Offer will be available in due
course. Frontier shareholders are advised to read these documents as
they contain the terms and conditions of Eldorado's Offer.
Eldorado's financial adviser is Macquarie Capital Markets Canada Ltd.
Its legal advisors are Borden Ladner Gervais LLP in Canada and Dorsey &
Whitney LLP in the United States.
How to Tender
Frontier shareholders wishing to accept the Eldorado Offer are
encouraged to tender their shares by completing the letter of
transmittal accompanying the documents mailed to them and returning it
together with certificates representing their Frontier shares and all
other documents to the offices of Kingsdale Shareholder Services Inc.
in Toronto, Ontario in accordance with the instructions in the letter
of transmittal. If Frontier shares are held by a broker or other
financial intermediary, Frontier shareholders should contact such
intermediary and instruct it to tender their Frontier shares.
This press release does not constitute an offer to buy or an invitation
to sell, or the solicitation of an offer to buy or invitation to sell,
any of the securities of Eldorado or Frontier. Such an offer may only
be made pursuant to an offer and take-over bid circular filed with the
securities regulatory authorities in Canada.
Eldorado will file the Notice of Extension with the U.S. Securities and
Exchange Commission ("SEC") upon filing with the securities regulatory
authorities in Canada. Eldorado has also filed with the SEC a
Registration Statement, which includes the offer and take-over bid
circular, prospectus, and notice of change in information relating to
its offer to Frontier shareholders. ELDORADO URGES INVESTORS AND
SECURITY HOLDERS TO READ THE REGISTRATION STATEMENT, THE OFFER AND TAKE
OVER BID CIRCULAR AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE
SEC AND CANADIAN SECURITIES REGULATORY AUTHORITIES, BECAUSE THEY
CONTAIN IMPORTANT INFORMATION. Investors may obtain a free copy of the
offer and take-over bid circular and other documents filed by Eldorado
with the Canadian securities regulators at www.sedar.com and with the
SEC at the SEC's website at www.sec.gov. The offer and take-over bid
circular and other documents may also be obtained for free, from
Eldorado's website or by directing a request to Eldorado's investor
relations department by telephone at 1-888-353-8166, fax 604-687-4026
or e-mail firstname.lastname@example.org or by contacting the Information Agent,
Kingsdale Shareholder Services Inc., toll free at 1-866-581-1513.
Eldorado is a gold producing, exploration and development company
actively growing businesses in Brazil, Turkey, China and the
surrounding regions. With our international expertise in mining,
finance and project development, together with highly skilled and
dedicated staff, we believe that Eldorado is well positioned to grow in
value as we create and pursue new opportunities.
ON BEHALF OF
ELDORADO GOLD CORPORATION
"Paul N. Wright"
Paul N. Wright,
President & Chief Executive Officer
Eldorado Corporation shares trade on the Toronto Stock Exchange (TSX:
ELD) and the American Stock Exchange (AMEX: EGO). The TSX has neither
approved nor disapproved the form or content of this release.
Nancy E. Woo, Manager Investor Relations
Phone: 604.601.6650 or 1.888.353.8166
Eldorado Gold Corporation
1188, 550 Burrard Street
Vancouver, BC V6C 2B5
Web site: www.eldoradogold.com
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Copyright (c) 2008 ELDORADO GOLD CORP. (ELD) All rights reserved. For
more information visit our website at http://www.eldoradogold.com/ or