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.