UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14D-9
(RULE 14d-101)
Solicitation/Recommendation Statement Under
Section 14(d)(4) of the Securities Exchange Act of 1934
(Amendment No. 7)
AURIZON MINES
LTD.
(Name of Subject Company)
AURIZON MINES LTD.
(Name of Person(s) Filing Statement)
Common Shares
(Title of Class of Securities)
05155P106
(CUSIP Number of Class of Securities)
Julie A.S. Kemp
Aurizon Mines Ltd.
Suite 1120, Cathedral Place, 925 West Georgia Street
Vancouver, British Columbia
Canada V6C 3L2
(604) 687-6600
(Name, Address and Telephone Number of Person Authorized to Receive Notice and
Communications on Behalf of the Person(s) Filing Statement)
With copies to:
Christopher J. Cummings
Adam M. Givertz
Paul, Weiss, Rifkind, Wharton & Garrison LLP
Toronto-Dominion Centre
77 King Street West, Suite 3100
Toronto, Ontario
Canada M5K 1J3
(416) 504-0520
¨
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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This Amendment No. 7 to the Schedule 14D-9 (
Amendment No. 7
), filed with the
U.S. Securities and Exchange Commission (the
SEC
) on February 28, 2013, amends and supplements the Schedule 14D-9 filed with the SEC on January 23, 2013 (the
Schedule 14D-9
), by Aurizon Mines Ltd., a
British Columbia corporation (the
Company
), as amended and supplemented by Amendment No. 1 to the Schedule 14D-9 filed January 28, 2013, Amendment No. 2 to the Schedule 14D-9 filed January 30, 2013, Amendment
No. 3 to the Schedule 14D-9 filed February 1, 2013, Amendment No. 4 to the Schedule 14D-9 filed February 8, 2013, Amendment No. 5 to the Schedule 14D-9 filed February 12, 2013 and Amendment No. 6 to the Schedule
14D-9 filed February 19, 2013. The Schedule 14D-9 relates to the offer (the
Alamos Offer
) made by Alamos Gold Inc., a British Columbia corporation (
Alamos
), to purchase all of the outstanding common shares
of the Company. The terms and conditions of the Alamos Offer are set forth in the Tender Offer Statement and the exhibits thereto filed by Alamos on Schedule TO with the Securities and Exchange Commission on January 14, 2013, as amended.
The information in the Schedule 14D-9, as amended and supplemented, is incorporated into this Amendment No. 7 by reference to all of the
applicable items in the Schedule 14D-9, except that such information is hereby amended and supplemented to the extent specifically provided herein.
ITEM 4.
|
THE SOLICITATION OR RECOMMENDATION
|
The Schedule 14D-9 is hereby amended to include the following text after the first paragraph under Item 4:
In the Schedule TO, Alamos states that [a]ssuming all Shareholders tendered to either the Cash Alternative or the Share Alternative, each Shareholder would be entitled to receive $2.04 in cash and
0.1572 of an Alamos Share for each [Company] Common Share tendered. The Companys reference to full pro ration on page 5 of the Directors Circular contemplates the scenarios referred to in the Schedule TO. As stated in
the Directors Circular, if all Aurizon shareholders elected the Cash Alternative or the Share Alternative they would receive consideration equal to $4.55 per common share of the Company, based on the January 22, 2013 closing price of
Alamos Shares (as defined in the Directors Circular) on the Toronto Stock Exchange of $15.95 ($4.55 = $2.04 + (0.1572 x $15.95)). Based on the February 27, 2013 closing price of Alamos Shares on the Toronto Stock Exchange of $14.67, if all
Aurizon shareholders elected the Cash Alternative or the Share Alternative, they would receive consideration equal to $4.35 per common share of the Company ($4.35 = $2.04 + (0.1572 x $14.67).
On page 5 of the Directors Circular, the Company notes that the change of control premium implied by
the Alamos Offer is below the average premium paid in recent relevant unsolicited transactions involving gold and copper producers. The relevant comparable transactions that were considered are set forth below:
Completed Unsolicited Mining Transactions Since 2006
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Final Premium
(1)
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Date
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Primary
Commodity
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Target
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Unsolicited Bidder
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White Knight
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Transaction
Won By
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Form of
Consideration
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Spot
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20-day
(2)
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(%)
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(%)
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Feb 2012
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PGM
(3)
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Magma Metals
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Panoramic Resources
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Unsolicited Bidder
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Shares
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127%
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126%
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Dec 2011
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Gold
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70% Crocodile Gold
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Luxor Capital Group
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Unsolicited Bidder
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Cash
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77%
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81%
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Aug 2011
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Coal
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Optimum Coal Holdings
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Glencore
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Unsolicited Bidder
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Cash
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41%
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47%
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Aug 2011
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Uranium
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Hathor Exploration
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Cameco
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Rio Tinto
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White Knight
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Cash
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76%
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66%
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Apr 2011
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Copper
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Equinox Minerals
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Minmetals Resources
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Barrick Gold
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White Knight
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Cash
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43%
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55%
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Nov 2010
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Gold
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Ventana Gold
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EBX
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Unsolicited Bidder
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Cash
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30%
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34%
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Sep 2010
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Gold
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Andean Resources
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Eldorado Gold
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Goldcorp
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White Knight
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Cash &/Shares
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35%
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57%
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Sep 2010
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Gold
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Capital Gold
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Timmins Gold
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Gammon Gold
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White Knight
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Shares
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25%
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38%
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Sep 2010
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Iron
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Baffinland Iron Mines
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Nunavut Iron Ore
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ArcelorMittal
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White Knight
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Cash
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168%
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154%
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Apr 2010
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Gold
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Lihir Gold
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Newcrest Mining
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Unsolicited Bidder
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Cash & Shares
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36%
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38%
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Dec 2009
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Royalty
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International Royalty
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Franco-Nevada
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Royal Gold
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White Knight
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Cash &/or Shares
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58%
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70%
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Oct 2009
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Diversified
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Freewest Resources
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Noront Resources
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Cliffs Natural Resources
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White Knight
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Shares
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189%
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207%
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Aug 2009
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Copper
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Canadian Royalties
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Jilin Jien/Goldbrook Ventures
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Unsolicited Bidder
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Cash
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67%
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70%
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Aug 2008
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Gold
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EURO Ressources
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IAMGOLD
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Unsolicited Bidder
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Cash
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30%
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28%
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Jul 2008
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Copper
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Petaquilla Copper
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Inmet Mining
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Unsolicited Bidder
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Cash
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129%
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104%
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Apr 2008
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Gold
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Frontier Pacific Mining
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Eldorado Gold
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Unsolicited Bidder
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Shares
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37%
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39%
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Apr 2008
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Zinc
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Yukon Zinc
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Griffin Mining
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Consortium
(4)
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White Knight
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Cash
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38%
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56%
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Oct 2007
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Copper
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Tyler Resources
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Mercator Minerals
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Jinchuan
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White Knight
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Cash
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116%
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115%
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Jun 2007
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Gold
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Meridian Gold
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Yamana Gold
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Unsolicited Bidder
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Cash & Shares
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38%
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39%
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Mar 2007
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Nickel
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LionOre Mining
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Norilsk Nickel
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Xstrata
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Unsolicited Bidder
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Cash
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57%
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69%
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May 2006
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Nickel
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Inco
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Teck Cominco
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CVRD
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White Knight
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Cash
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32%
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37%
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OVERALL AVERAGE
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69%
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73%
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AVERAGE - UNSOLICITED BIDDER WON WITH NO WHITE KNIGHT EMERGING
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61%
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61%
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AVERAGE - UNSOLICITED BIDDER WON WITH NO WHITE KNIGHT EMERGING - GOLD & COPPER ONLY
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56%
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54%
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Notes:
(1)
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Premium calculated based on the prices immediately prior to the initial announcement (the unaffected share price).
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(2)
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20-day means the volume-weighted average price for the 20 trading days prior to the announcement.
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(3)
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PGM means platinum group metals.
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(4)
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Northwest Non-Ferrous and Jinduicheng Moly.
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On page 6 of the Directors Circular, the Company notes that the price to net asset
value multiple and the price per ounce of resource multiple, in each case implied by the Alamos Offer, are below those found in relevant comparable transactions. The relevant comparable transactions that were considered are set forth below:
TSX-Listed Gold M&A Transactions 2010 - 2012
(1)
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Date
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Target
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Acquirer
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Producer /
Developer
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Form of
Consideration
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$ per Oz
M,I&I
Resource
(2)
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P/NAV
(3)
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(US$/oz)
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(x)
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Dec 2012
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Cerro Resources
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Primero Mining
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Developer
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Shares
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$
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35
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0.9x
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Nov 2012
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Queenston Mining
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Osisko Mining
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Developer
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Shares
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$
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102
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0.7x
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Nov 2012
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Andina Minerals
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Hochschild Mining
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Developer
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Cash
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$
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10
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Oct 2012
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Prodigy Gold
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Argonaut Gold
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Developer
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Shares
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$
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43
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0.6x
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Sep 2012
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CGA Mining
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B2Gold Corp
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Producer
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Shares
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$
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129
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1.0x
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Aug 2012
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Inter-Citic Minerals
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Western Mining Group
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Developer
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Cash
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$
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67
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Aug 2012
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Avion Gold
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Endeavour Mining
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Producer
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Shares
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$
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116
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0.4x
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Jul 2012
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La Mancha Resources
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Weather Investments II S.à.r.l.
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Producer
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Cash
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$
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85
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0.5x
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Jun 2012
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Extorre Gold Mines
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Yamana Gold
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Developer
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Cash & Shares
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$
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158
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(4)
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0.5x
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Apr 2012
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Trelawney Mining & Exploration
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IAMGOLD
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Developer
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Cash
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$
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81
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0.5x
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Jan 2012
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Minefinders Corporation
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Pan American Silver
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Producer
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Cash &/or Shares
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$
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199
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(4)
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0.9x
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Dec 2011
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European Goldfields
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Eldorado Gold
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Developer
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Shares
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$
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207
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1.0x
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Oct 2011
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Silver Quest Resources
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New Gold
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Developer
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Shares
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$
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91
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Oct 2011
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Auryx Gold
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B2Gold Corp
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Developer
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Shares
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$
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60
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Sep 2011
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Trade Winds Ventures
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Detour Gold
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Developer
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Shares
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$
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29
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Sep 2011
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Grayd Resource
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Agnico-Eagle
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Developer
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Cash &/or Shares
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$
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128
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0.9x
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Aug 2011
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Northgate Minerals
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AuRico Gold
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Producer
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Shares
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$
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172
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1.0x
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Aug 2011
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Augen Gold
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Trelawney Mining
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Developer
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Shares
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$
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53
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Jun 2011
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Goldstone Resources
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Premier Gold Mines
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Developer
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Shares
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$
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45
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Apr 2011
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Richfield Ventures
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New Gold
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Developer
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Shares
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$
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138
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0.5x
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Mar 2011
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Capital Gold
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Gammon Gold
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Producer
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Shares
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$
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152
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1.6x
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Feb 2011
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Ventana Gold
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EBX
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Developer
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Cash
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$
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357
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0.9x
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Feb 2011
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Fronteer Gold
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Newmont Mining
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Developer
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Cash
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$
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324
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1.2x
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Oct 2010
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Pediment Gold
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Argonaut Gold
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Developer
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Shares
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$
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80
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Sep 2010
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Andean Resources
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Goldcorp
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Developer
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Cash &/or Shares
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$
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590
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1.8x
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Aug 2010
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AuEx Ventures
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Fronteer Gold
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Developer
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Cash & Shares
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$
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332
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0.7x
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Aug 2010
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Red Back Mining
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Kinross Gold
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Producer
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Shares
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$
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556
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1.8x
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Jul 2010
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Terrane Metals
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Thompson Creek Metals
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Developer
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Cash & Shares
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$
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75
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0.7x
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May 2010
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Brazauro Resources
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Eldorado Gold
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Developer
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Shares
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$
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53
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May 2010
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Lihir Gold
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Newcrest Mining
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Producer
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Cash & Shares
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$
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164
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1.8x
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Apr 2010
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Comaplex Minerals
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Agnico-Eagle
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Developer
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Shares
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$
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126
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1.1x
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Mar 2010
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Brett Resources
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Osisko Mining
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Developer
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Shares
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$
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44
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0.8x
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Mar 2010
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Underworld Resources
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Kinross Gold
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Developer
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Shares
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$
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70
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0.8x
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Mar 2010
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Linear Gold
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Apollo Gold
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Developer
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Shares
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$
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24
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OVERALL AVERAGE
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$
|
145
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1.0x
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PRODUCER AVERAGE
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$
|
197
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1.1x
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Notes:
(1)
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Includes targets listed on the Toronto Stock Exchange and the TSX Venture Exchange.
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(2)
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Calculated as the total economic cost (adjusting for the targets net cash and/or debt) divided by the targets gold or gold equivalent ounces of measured,
indicated and inferred mineral resources.
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(3)
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Aggregate purchase price divided by the targets net asset value with the net asset value being an average calculated from available research analyst reports.
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(4)
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Calculated using gold equivalent mineral resources.
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On page 7 of the Directors Circular, the Company notes that it has a number of concerns regarding the Alamos Offer that need to be investigated. A significant component of the aggregate
consideration of the Alamos Offer is Alamos Shares. In order to properly assess the value of such Alamos Shares (and thereby assess the overall value of the Alamos Offer), the Company would need to conduct a customary due diligence investigation to
understand the risks applicable to the business of Alamos and an investment in its common shares. Such due diligence investigation would focus on, among other things, political and regulatory risks related to Alamos projects in Mexico and
Turkey; Alamos estimates of capital and operating costs for its development projects; risks associated with the impact of Alamos operations on community water sources at the Aği Daği and Kirazli projects; financial risks faced by
Alamos, including interest rate, credit, liquidity and foreign exchange risks; and risks associated with Alamos production estimates, as well as the efficiency and sustainability of Alamos operations and the quality of its mineral
reserve and resource estimates. The Company generally references these risks in items 3(a) and 3(b) on page 7 of the Directors Circular. The Company has not been afforded the opportunity to conduct customary due diligence on Alamos.
On page 8 of the Directors Circular, the Company states that provisions of the Share Purchase Agreements entered into by Alamos with
certain Aurizon shareholders before the announcement of the Alamos Offer may violate applicable Canadian securities laws. Under Canadian securities laws, all shareholders must be offered identical consideration under a take-over bid. Canadian
securities laws also prohibit an offeror from entering into a collateral agreement that has the effect of providing a shareholder of the target with consideration of greater value than that offered to other shareholders. These requirements extend to
the transactions that Alamos
entered into with certain Aurizon shareholders prior to the announcement of the Alamos Offer pursuant to the Share Purchase Agreements, which are filed as exhibits (d)(1)(i), (d)(1)(ii),
(d)(1)(iii) and (d)(1)(iv) to the Schedule TO. The Aurizon shareholders who entered into the Share Purchase Agreements received:
a) a price protection right whereby such shareholders have the right to receive additional consideration if, within one year of the date of the respective Share Purchase Agreements, certain transactions
occur, as set forth in the Offer to Purchase;
b) consideration wholly in Alamos Shares and not subject to the
pro ration in the Alamos Offer;
c) certain contractual representations and warranties; and
d) a registration right whereby Alamos agreed to file a prospectus to qualify the Alamos Shares issued as consideration
for Aurizon shares.
As the current Aurizon shareholders have not been offered the consideration listed above, the requirement that identical
consideration be offered to all shareholders does not appear to have been met. The Share Purchase Agreements may also be collateral agreements that are prohibited under Canadian securities laws. In addition, Canadian securities laws required Alamos
to explain in the Offer to Purchase how the prohibition against collateral agreements was not breached by entering into the Share Purchase Agreements. Alamos failed to meet this requirement.
The Company has not yet determined whether it will take action in respect of such matters but reserves all of its rights to do so.
ITEM 7.
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PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS
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The Schedule 14D-9 is hereby amended to include the following text after the second paragraph under Item 7:
The reference on page iv of the Directors Circular to building upon existing value-enhancing initiatives refers to operational initiatives that currently are being conducted by the
Company, including: with respect to the Companys Casa Berardi mine, the deepening of the West Mine production shaft, lateral development out to Zones 118 and 123, the construction of a paste backfill plant and related distribution
infrastructure; development initiatives with respect to three open pit opportunities and the inclusion of the Principal area being mined from underground in the future mine plan; development of mineral resources at the Companys Heva and Marban
projects; exploration and potential development initiatives with respect to the Heva and Hosco West Extension areas of the Companys Joanna property; and regional exploration initiatives at the Companys other early stage projects. Such
initiatives have been previously disclosed in the Companys periodic reports filed with the Commission and the Canadian securities regulatory authorities and in presentations to the investor community.
SIGNATURE
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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AURIZON MINES LTD.
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By:
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/s/ Ian S. Walton
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Name: Ian S. Walton
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Title: Executive Vice President and Chief Financial Officer
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Dated: February 28, 2013
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