Amended Tender Offer Statement by Third Party (sc To-t/a)
February 15 2013 - 5:20PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO/A
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1)
OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 8)
AURIZON MINES
LTD.
(Name of Subject Company (Issuer))
ALAMOS GOLD INC.
(Names of Filing Persons (Offerors))
Common Shares
(Title of Class of Securities)
05155P106
(CUSIP Number of Class of Securities)
Matthew Howorth
Alamos Gold Inc.
130 Adelaide Street West, Suite 2200
Toronto, Ontario, Canada
M5H 3P5
(416) 368-9932
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)
Torys LLP
1114 Avenue of the Americas
23rd Floor
New York, New York 10036
Attention: Mile T. Kurta
(212) 880-6000
(Name, address and telephone number of person
authorized to receive notices and communications on behalf of filing persons)
with copies
to:
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Torys LLP
1114 Avenue of the Americas
23rd Floor
New York, New York 10036
(212) 880-6000
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Torys LLP
79 Wellington Street West, Suite 3000
Box 270, TD Centre
Toronto, Ontario
M5K 1N2
Attention: Kevin M. Morris
(416)
865-0040
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This Amendment No. 8 (this Amendment No. 8) amends and supplements the Tender
Offer Statement on Schedule TO filed on January 14, 2013 (as amended, the Schedule TO) by Alamos Gold Inc., a corporation existing under the laws of British Columbia (Alamos).
The Schedule TO relates to the offer to purchase (the Offer) by Alamos for all of the issued and outstanding common shares
(the Common Shares) of Aurizon Mines Ltd. (assuming full conversion of all outstanding convertible and exercisable securities for Common Shares), other than any Common Shares owned directly or indirectly by Alamos and its affiliates. The
Offer is subject to the terms and conditions set forth in Alamos Offer and Circular dated January 14, 2013 (the Offer and Circular), a copy of which was filed as Exhibit (a)(1)(i) to the Schedule TO.
The information set forth in the Offer and Circular, the Letter of Transmittal and the Notice of Guaranteed Delivery, including all
schedules, exhibits and annexes thereto, is hereby expressly incorporated herein by reference in response to all items of information required to be included in, or covered by, the Schedule TO, and is supplemented by the information specifically
provided herein.
Except as specifically provided herein, this Amendment No. 8 does not modify any of the information
previously reported on the Schedule TO.
Item 4. Terms of the Transaction.
The section entitled 4. Conditions of the Offer in the Offer and Circular is hereby amended to include the following
paragraph after the first paragraph on page 12 of the Offer and Circular:
On January 23, 2012, Aurizon issued a
directors circular (the
Directors Circular
) in response to the Offer which recommended that Shareholders reject the Offer and not tender their Common Shares to the Offer. In response to the Offer, the Aurizon Board
also adopted a shareholder rights plan (the
Shareholder Rights Plan
). Alamos does not deem condition (b) above to have been triggered by Aurizons rejection of the Offer pursuant to the Directors Circular or by
Aurizons adoption of the Shareholder Rights Plan.
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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ALAMOS GOLD INC.
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By:
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/s/ Matthew Howorth
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Name: Matthew Howorth
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Title: Vice-President, Legal
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Dated: February 15, 2013
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