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Endeavour and Centamin agree to reciprocal due diligence

Endeavour CEO Sébastien de Montessus

Endeavour CEO Sébastien de Montessus

16th December 2019

By: Mariaan Webb

Creamer Media Contract Publishing Editor

     

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Sébastien de Montessus, the CEO of Endeavour Mining, and Josef El-Raghy, executive chairperson of Centamin, have met last week to discuss the merits of a combination of the two companies.

During the meeting, in which non-disclosure agreements were signed, De Montessus and El-Raghy agreed that the Africa-focused miners should conduct a reciprocal due diligence exercise to determine the feasibility of a transaction.

“The objective of the due diligence exercise would be to allow both companies to further understand each other’s assets and would be a critical precursor to allowing the parties to determine whether the financial terms of a transaction could be agreed that was in the best interests of both companies’ shareholders,” TSX-listed Endeavour said on Monday.

On December 3, Endeavour went public with a proposed C$2.5-billion all-share merger for Centamin, having complained that the Egypt-focused company’s board did not want to entertain discussions before entering into a standtill agreement. Such an agreement would preclude Endeavour from taking the proposal directly to shareholders.

Centamin, on its part, said Endavour refused to enter into a non-disclosure agreement to allow the board to further assess the proposal.

The nondisclosure agreements signed at last week’s meeting do not include a standstill agreement. However, Endeavour has confirmed that it was prepared to execute a standstill undertaking that would preclude it from announcing a firm intention to make an offer to the shareholders of Centamin, unless the offer was recommended by the Centamin board at the time of announcement. But Endeavour would also retain the flexibility to engage with shareholders at any time on the progress and outcome of those discussions.

Meanwhile, Endeavour also said that it would be able to meet the “put up or shut up” (PUSU) deadline, under which, in accordance with UK takeover rules, it was required to make an intention of a firm offer by no later than 17:00 on December 31.

The Canada-headquartered company had asked Centamin to request an extension of the PUSU period, as there was not much time left before the expiry of the period.

“In line with Endeavour’s disciplined approach to business development opportunities and in light of the need for Endeavour to conduct due diligence on Centamin, Endeavour will not announce a firm intention to make an offer on or before December 31, 2019 without the recommendation of the board of Centamin and Endeavour will not be able to waive this precondition.”

Centamin owns and operates the Sukari mine, in Egypt, while Endeavour owns the Hounde mine, in Burkina Faso, and the Ity mine, in in Côte d'Ivoire.

Edited by Creamer Media Reporter

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