Saturday, September 22, 2012

Mining deals drop as commodity prices fall


MINING deals have been hit by the fall in commodity prices and negative market sentiment and the lower trend is tipped to continue for the remainder of the year.
In the first half of 2012, global merger and acquisition activity fell more than 30 per cent and, excluding the Glencore and Xstrata merger, the value of transactions dropped to $25 billion, one-third of the 2011 first half-year total, according to a report from PricewaterhouseCoopers.
Jock O'Callaghan, PwC's Australian energy, utilities and mining leader, said domestic activity mirrored the global themes, but it was likely to be felt more acutely here given the importance of the sector to the nation's economy.
"We are still an attractive destination for investment, but there are fewer enthusiastic and well equipped buyers," he said.
"When you add in all the other factors, deals are getting harder to do and we don't think there is much on the horizon that is going to shift that sentiment to make deals easier to do."
He said while there were a lot of "bargain hunters" in the market looking for a cheap deal, he did not think there were a lot of keen sellers locally.
"The short-term outlook will have a big impact on sentiment and equity values, but that doesn't equate to long-term views on value," he said.
"The bargain hunters can often be disappointed."
Mr O'Callaghan said that two to five years ago, companies were focused on getting bigger and better, but now they were "battening down the hatches". The focus was on operating expenditure and productivity.
"It would take a lot of courage for buyers to go out with a company-defining transaction given the uncertain sentiment around prices and costs," he said.
"No matter how compelling strategically a transaction may be, it is very hard to convince the board and the market the merits of doing a deal right now."
The report found there were 940 transactions recorded in the first half of 2012, compared to 1371 for the same period in 2011, which was the busiest half year for deals in the mining sector's history.
"Volatile capital markets and global economic uncertainty are to blame for this significant drop in activity," the report concluded.
Mr O'Callaghan said that, from a buyer's perspective, there were very few companies who were well equipped with the financial horsepower to do deals quickly.
"As we have seen, when deals are done with a long gestation period many things can shift dramatically and the value equation can shift," he said.
"Very few can go out and cut a cheque and make a deal happen."
The report found that all signs point to a slow second half of 2012 for M&A in the global mining sector and another mega deal is unlikely given market fears.
Mr O'Callaghan said the most important indicator of transaction sentiment was the middle-sized deals. The mid-sized deals were a sign of a very confident market.
He said the market was void of such deals and that, while there were likely to be some potential sellers under pressure to perform, it would not drive deal activity in the second half of this year.
"If you are sitting as a seller under some pressure, you'd rather try and ride out this part of the cycle than give away the crown jewels," he said. "Those that are under some pressure to do something in Australia are a small number and that adds to our feeling that there is not going to be any deals of any real magnitude done."

Friday, September 21, 2012

B2Gold, CGA Mining sign merger agreement 3.18/share



 

House Positions for C:CGA from 20120921 to 20120921

House Bought $Val Ave Sold $Val Ave Net $Net
2 RBC 4,397,250 13,071,752 2.973 1,171,400 3,457,663 2.952 3,225,850 -9,614,089
91 Jones 1,036,900 3,094,203 2.984 0 1,036,900 -3,094,203
99 Jitney 1,979,100 5,891,500 2.977 1,322,800 3,944,754 2.982 656,300 -1,946,746
80 National Bank 597,800 1,773,411 2.967 331,200 983,555 2.97 266,600 -789,856
123 Citigroup 23,800 70,097 2.945 0 23,800 -70,097
33 Canaccord 500 1,475 2.95 0 500 -1,475
102 Lakeshore 0 241 713 2.959 -241 713
58 Qtrade 0 1,000 2,940 2.94 -1,000 2,940
14 ITG 0 1,420 4,182 2.945 -1,420 4,182
101 Newedge 22,200 66,163 2.98 24,400 71,844 2.944 -2,200 5,681
36 Latimer 11,610 34,097 2.937 14,600 43,508 2.98 -2,990 9,411
22 Fidelity 0 3,000 9,060 3.02 -3,000 9,060
19 Desjardins 55,546 160,908 2.897 60,083 176,177 2.932 -4,537 15,269
65 Goldman 9,400 27,518 2.927 19,200 56,218 2.928 -9,800 28,700
90 Barclays 0 11,900 34,736 2.919 -11,900 34,736
124 Questrade 400 1,200 3.00 17,650 52,335 2.965 -17,250 51,135
86 Pictet 0 18,665 54,687 2.93 -18,665 54,687
72 Credit Suisse 0 18,900 56,201 2.974 -18,900 56,201
9 BMO Nesbitt 118,500 347,360 2.931 140,810 414,728 2.945 -22,310 67,368
81 HSBC 2,000 5,720 2.86 25,200 74,228 2.946 -23,200 68,508
85 Scotia 4,220 12,617 2.99 32,305 96,289 2.981 -28,085 83,672
53 Morgan Stanley 84,908 251,362 2.96 119,900 351,042 2.928 -34,992 99,680
15 UBS 752,200 2,177,673 2.895 824,700 2,396,005 2.905 -72,500 218,332
7 TD Sec 271,895 810,332 2.98 366,880 1,091,662 2.976 -94,985 281,330
82 Stifel Nicholas 18,200 53,402 2.934 210,000 627,103 2.986 -191,800 573,701
27 Dundee 0 223,200 657,544 2.946 -223,200 657,544
79 CIBC 1,182,200 3,522,036 2.979 1,442,425 4,303,528 2.984 -260,225 781,492
39 Merrill Lynch 1,755,700 5,270,317 3.002 2,376,500 7,132,080 3.001 -620,800 1,861,763
1 Anonymous 399,300 1,174,249 2.941 1,757,700 5,220,548 2.97 -1,358,400 4,046,299
62 Haywood 773,900 2,286,305 2.954 2,961,450 8,790,367 2.968 -2,187,550 6,504,062
TOTAL 13,497,529 40,103,697 2.971 13,497,529 40,103,697 2.971 0 0

House Positions for C:CGA from 20120921 to 20120921



2012-09-19 07:32 ET - News Release

See News Release (C-BTO) B2Gold Corp

Mr. Clive Johnson of B2Gold reports

B2GOLD CORP. AND CGA MINING LIMITED SIGN MERGER IMPLEMENTATION AGREEMENT FOR BUSINESS COMBINATION

B2Gold Corp. and CGA Mining Ltd. have entered into a definitive merger implementation agreement to combine the two companies at the agreed exchange ratio of 0.74 B2Gold common share for each CGA share held, which represents a purchase price of approximately $3.18 per CGA share and a premium of 22 per cent using the 20-day volume-weighted average share price of each respective company, and a 26-per-cent premium over the CGA closing share price on Sept. 17, 2012, based on the closing price for the B2Gold shares as of such date. The transaction is valued at approximately $1.1-billion.

The merger will be implemented by way of a scheme of arrangement under the Australian Corporations Act 2001. Upon completion of the scheme, existing B2Gold shareholders and CGA shareholders will own approximately 62 per cent and 38 per cent, respectively, of the issued common shares of the combined company.

The combination of B2Gold and CGA will result in a merged entity operating the Masbate gold mine in the Philippines, in addition to B2Gold's existing Limon and La Libertad gold mines in Nicaragua. The Masbate gold mine will produce in the order of 200,000 ounces of gold over the 12-month period ending June 30, 2013. B2Gold is well positioned to operate and progress further development at Masbate given its strong financing capacity and a management team with significant exploration, mine development and operating experience. Further, the combined company will possess a strong growth profile through its Otjikoto project in Namibia and its Gramalote joint venture (51 per cent AngloGold Ashanti/49 per cent B2Gold) project in Colombia. In addition, B2Gold has a highly regarded and experienced exploration team that sees significant exploration potential at Masbate.

"We believe CGA and its flagship Masbate mine offers B2Gold shareholders immediate leverage to a significantly larger combined production profile. With this transaction, B2Gold has taken a major step towards cementing itself as a leading gold sector consolidator, providing for geographic and operational diversity while contributing significant cash and future cash flow towards B2Gold's exciting development projects. We have great respect for what CGA has built and look forward to working with this exceptional team," said Clive Johnson, president and chief executive officer of B2Gold.

"With this transaction, CGA shareholders will have the opportunity to incorporate with a management team who have a demonstrated track record of success and value creation. B2Gold has a remarkable development profile ahead, and Masbate will play a key role in bringing those projects to fruition. We are pleased to be a part of B2Gold's platform of growth, discovery and superior performance," commented Michael Carrick, president and chief executive officer of CGA.

Posttransaction highlights of B2Gold:

  • Rapidly expanding production profile: Total production of approximately 350,000 ounces of gold in 2012 from three operating mines, with projected growth to over 700,000 ounces of gold production by 2016 from five operating mines (based on current assumptions);

  • Significant reserve and resource base: Proven and probable reserves of 3.9 million ounces, measured and indicated resources of 9.2 million ounces (inclusive of reserves), and inferred resources of 4.0 million ounces;

  • Aggressive exploration agenda: Significant exploration programs at existing mines and development assets, as well as at highly prospective earlier-stage projects in Nicaragua and Uruguay;


  • Geographic diversification: Production and development assets spanning three continents and located in high-growth emerging economies, serving to mitigate collective operational and geopolitical risk;



strong financial position: Cash and cash equivalent assets of approximately $190-million which, in addition to continued strong cash flow from operations and good access to capital, will allow B2Gold substantial flexibility for future development activities;
Experienced management team: Proven combined management and technical personnel with extensive exploration, mine development, operating and financial expertise;
Enhanced capital markets profile: Anticipated levels of trading liquidity and research analyst coverage commensurate with combined market capitalization of approximately $2.9-billion.



Recommendation from board of directors

The board of directors of CGA unanimously recommends that CGA shareholders vote in favour of the proposed scheme, in the absence of a superior proposal for CGA and subject to an independent expert opining that the scheme is in the best interests of CGA shareholders. On the same basis, each director of CGA intends to vote all CGA shares over which they control in favour of the scheme and any other scheme-related matters at a meeting of CGA shareholders to be convened later this year.

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