|By Marketwired .||
|November 8, 2012 12:38 AM EST||
TORONTO, ONTARIO -- (Marketwire) -- 11/08/12 -- Andina Minerals Inc. (TSX VENTURE:ADM) ("Andina" or the "Company") is pleased to announce that it has entered into a binding agreement (the "Support Agreement") with Hochschild Mining PLC ("Hochschild") pursuant to which Hochschild has agreed, subject to the terms of the Support Agreement, to make an offer to purchase all of the outstanding common shares of Andina by way of a friendly take-over bid at a price of C$0.80 per share in cash (the "Offer").
The Offer represents a 106% premium to the 20-day volume weighted average price as at November 7, 2012 of Andina's common shares on the TSX-V and a 100% premium to the closing price of the Company's common shares on the TSX-V, immediately prior to the announcement of the Offer. The transaction values Andina's equity at approximately C$103 million on a fully diluted in-the-money basis.
George Bee, President and CEO of Andina commented on the Offer as follows: "We are pleased to be entering into this transaction with Hochschild. The Offer represents a significant premium to Andina shareholders, and the Board of Andina unanimously supports the Offer. Over the last year, along with the broader market for large-scale gold developers, Andina's share price has declined due to a number of factors. Most importantly, continued capital and operating cost inflation in the mining sector has weighed on the market, along with investor concerns with respect to share dilution arising from a potential decision to develop the Volcan project or raising additional funds to maintain the business. After reviewing the alternatives available to our company, we believe that the Offer is the best option for Andina shareholders."
Hochschild has also entered into a lockup agreement with all of Andina's Directors and Officers and with Mackenzie Financial Corp., who together hold in aggregate approximately 13.7% of the outstanding shares of Andina on a basic shares outstanding basis.
The Support Agreement contains customary deal support provisions including non-solicitation and right to match provisions in favour of Hochschild and the payment to Hochschild of a termination fee of C$4.1 million if the acquisition is not completed in certain specified circumstances. The obligation of Hochschild to take up and pay for Andina common shares pursuant to the Offer is subject to certain conditions, including a sufficient number of shares being tendered to the Offer such that Hochschild would own at least 66 2/3% of Andina's shares on a fully-diluted basis. Hochschild has also agreed to provide Andina with a secured loan of C$1.75 million for general purposes within 5 business days and which will be repaid by Andina if the acquisition is not completed. In addition, Hochschild has agreed to place C$3.75 million into an escrow account which will be released to Andina on the date that Hochschild takes up and pays for Andina shares under the Offer, or otherwise returned to Hochschild if the Support Agreement is terminated.
Hochschild has announced that it intends to commence its Offer and to mail its take-over bid circular as soon as practicable and in any event by November 22, 2012. The Offer will be open for acceptance for a period of not less than 36 days. Andina's Board of Directors has agreed that its Directors' Circular recommending the Offer will be mailed to shareholders at the same time as the mailing of the Hochschild take-over bid circular.
BMO Capital Markets is acting as financial advisor to Andina and Fraser Milner Casgrain LLP is acting as legal counsel to Andina. RBC Capital Markets is acting as financial advisor to Hochschild and Stikeman Elliot LLP is acting as legal counsel to Hochschild.
About Andina Minerals Inc.
Andina's primary focus is mining exploration and development in Chile. The Company's flagship development project is the 100%-owned Volcan Gold Project, strategically located in the prolific Maricunga Gold Belt.
In addition to Andina's extensive underexplored land position surrounding Volcan, the Company holds two other mineral properties located within Chile's primary mining regions.
About Hochschild Plc.
Hochschild is a precious metals company listed on the London Stock Exchange operating in the Americas with a primary focus on the exploration, mining, processing and sale of silver and gold. It is headquartered in Lima and is a constituent of the FTSE 250 Index.
Certain of the statements made and information contained herein may contain forward-looking statements or forward-looking information within the meaning of applicable securities laws, including the anticipated timing of the transaction. Forward-looking information is based on the views, opinions, intentions and estimates of management at the date the information is made, and is based on a number of assumptions and subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated or projected in the forward-looking information (including the actions of other parties). Many of these assumptions are based on factors and events that are not within the control of Andina and there is no assurance they will prove to be correct. The timing and completion of the proposed transaction is subject to customary conditions, termination rights and other risks and uncertainties. Accordingly, there can be no assurance that the proposed transaction will occur, or that it will occur on the timetable or on the terms and conditions contemplated. The proposed transaction could be modified, restructured or terminated. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Andina undertakes no obligation to update forward-looking information except as required by applicable securities laws, or to comment on analyses, expectations or statements made by third parties. The reader is cautioned not to place undue reliance on forward-looking information.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Andina Minerals Inc.
George M. Bee
President & CEO
416 203 3488
Andina Minerals Inc.
Chief Financial Officer
416 203 3488
Extreme Computing is the ability to leverage highly performant infrastructure and software to accelerate Big Data, machine learning, HPC, and Enterprise applications. High IOPS Storage, low-latency networks, in-memory databases, GPUs and other parallel accelerators are being used to achieve faster results and help businesses make better decisions. In his session at 18th Cloud Expo, Michael O'Neill, Strategic Business Development at NVIDIA, focused on some of the unique ways extreme computing is...
Jul. 28, 2016 12:49 PM EDT Reads: 256
"We're bringing out a new application monitoring system to the DevOps space. It manages large enterprise applications that are distributed throughout a node in many enterprises and we manage them as one collective," explained Kevin Barnes, President of eCube Systems, in this SYS-CON.tv interview at DevOps at 18th Cloud Expo, held June 7-9, 2016, at the Javits Center in New York City, NY.
Jul. 28, 2016 12:45 PM EDT Reads: 1,780
Amazon has gradually rolled out parts of its IoT offerings in the last year, but these are just the tip of the iceberg. In addition to optimizing their back-end AWS offerings, Amazon is laying the ground work to be a major force in IoT – especially in the connected home and office. Amazon is extending its reach by building on its dominant Cloud IoT platform, its Dash Button strategy, recently announced Replenishment Services, the Echo/Alexa voice recognition control platform, the 6-7 strategic...
Jul. 28, 2016 12:30 PM EDT Reads: 579
The best-practices for building IoT applications with Go Code that attendees can use to build their own IoT applications. In his session at @ThingsExpo, Indraneel Mitra, Senior Solutions Architect & Technology Evangelist at Cognizant, provided valuable information and resources for both novice and experienced developers on how to get started with IoT and Golang in a day. He also provided information on how to use Intel Arduino Kit, Go Robotics API and AWS IoT stack to build an application tha...
Jul. 28, 2016 12:00 PM EDT Reads: 1,224
IoT generates lots of temporal data. But how do you unlock its value? You need to discover patterns that are repeatable in vast quantities of data, understand their meaning, and implement scalable monitoring across multiple data streams in order to monetize the discoveries and insights. Motif discovery and deep learning platforms are emerging to visualize sensor data, to search for patterns and to build application that can monitor real time streams efficiently. In his session at @ThingsExpo, ...
Jul. 28, 2016 11:15 AM EDT Reads: 1,138
Adding public cloud resources to an existing application can be a daunting process. The tools that you currently use to manage the software and hardware outside the cloud aren’t always the best tools to efficiently grow into the cloud. All of the major configuration management tools have cloud orchestration plugins that can be leveraged, but there are also cloud-native tools that can dramatically improve the efficiency of managing your application lifecycle. In his session at 18th Cloud Expo, ...
Jul. 28, 2016 11:00 AM EDT Reads: 1,138
Ovum, a leading technology analyst firm, has published an in-depth report, Ovum Decision Matrix: Selecting a DevOps Release Management Solution, 2016–17. The report focuses on the automation aspects of DevOps, Release Management and compares solutions from the leading vendors.
Jul. 28, 2016 11:00 AM EDT Reads: 1,790
Continuous testing helps bridge the gap between developing quickly and maintaining high quality products. But to implement continuous testing, CTOs must take a strategic approach to building a testing infrastructure and toolset that empowers their team to move fast. Download our guide to laying the groundwork for a scalable continuous testing strategy.
Jul. 28, 2016 11:00 AM EDT Reads: 2,048
SYS-CON Events announced today that LeaseWeb USA, a cloud Infrastructure-as-a-Service (IaaS) provider, will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. LeaseWeb is one of the world's largest hosting brands. The company helps customers define, develop and deploy IT infrastructure tailored to their exact business needs, by combining various kinds cloud solutions.
Jul. 28, 2016 10:45 AM EDT Reads: 1,273
Choosing the right cloud for your workloads is a balancing act that can cost your organization time, money and aggravation - unless you get it right the first time. Economics, speed, performance, accessibility, administrative needs and security all play a vital role in dictating your approach to the cloud. Without knowing the right questions to ask, you could wind up paying for capacity you'll never need or underestimating the resources required to run your applications.
Jul. 28, 2016 10:45 AM EDT Reads: 581
Up until last year, enterprises that were looking into cloud services usually undertook a long-term pilot with one of the large cloud providers, running test and dev workloads in the cloud. With cloud’s transition to mainstream adoption in 2015, and with enterprises migrating more and more workloads into the cloud and in between public and private environments, the single-provider approach must be revisited. In his session at 18th Cloud Expo, Yoav Mor, multi-cloud solution evangelist at Cloudy...
Jul. 28, 2016 10:41 AM EDT Reads: 313
SYS-CON Events announced today that 910Telecom will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Housed in the classic Denver Gas & Electric Building, 910 15th St., 910Telecom is a carrier-neutral telecom hotel located in the heart of Denver. Adjacent to CenturyLink, AT&T, and Denver Main, 910Telecom offers connectivity to all major carriers, Internet service providers, Internet backbones and ...
Jul. 28, 2016 10:30 AM EDT Reads: 816
StackIQ has announced the release of Stacki 3.2. Stacki is an easy-to-use Linux server provisioning tool. Stacki 3.2 delivers new capabilities that simplify the automation and integration of site-specific requirements. StackIQ is the commercial entity behind this open source bare metal provisioning tool. Since the release of Stacki in June of 2015, the Stacki core team has been focused on making the Community Edition meet the needs of members of the community, adding features and value, while ...
Jul. 28, 2016 10:15 AM EDT Reads: 518
Big Data, cloud, analytics, contextual information, wearable tech, sensors, mobility, and WebRTC: together, these advances have created a perfect storm of technologies that are disrupting and transforming classic communications models and ecosystems. In his session at @ThingsExpo, Erik Perotti, Senior Manager of New Ventures on Plantronics’ Innovation team, provided an overview of this technological shift, including associated business and consumer communications impacts, and opportunities it ...
Jul. 28, 2016 10:00 AM EDT Reads: 277
SYS-CON Events announced today that Venafi, the Immune System for the Internet™ and the leading provider of Next Generation Trust Protection, will exhibit at @DevOpsSummit at 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Venafi is the Immune System for the Internet™ that protects the foundation of all cybersecurity – cryptographic keys and digital certificates – so they can’t be misused by bad guys in attacks...
Jul. 28, 2016 09:30 AM EDT Reads: 1,406