Amended Statement of Ownership: Solicitation (sc 14d9/a)
February 19 2013 - 2:55PM
Edgar (US Regulatory)
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. 6)
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. 6 to the Schedule 14D-9 (
Amendment No. 6
), filed with the
U.S. Securities and Exchange Commission (the
SEC
) on February 19, 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 and Amendment No. 5 to the Schedule 14D-9 filed February 12, 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. 6 by reference to all of the applicable
items in the Schedule 14D-9, except that such information is hereby amended and supplement to the extent specifically provided herein.
Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following exhibits:
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Exhibit No.
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Description
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(a)(1)(Y)
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Press Release, dated February 18, 2013
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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 19, 2013
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