🕐09.11.10 - 15:54 Uhr
Endeavour Silver Agrees to Amend Offer for Cream Minerals to $0.14 per Share Pay
able in Cash or Endeavour Shares
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Re: News - Tuesday, November 09, 2010
Endeavour Silver Agrees to Amend Offer for Cream Minerals to
$0.14 per Share Payable in Cash or Endeavour Shares
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Cream Agreed to Support and Recommend Amended Offer to Shareholders;
Now Purports to Withdraw From Agreement
Vancouver, Canada -- November 9, 2010 - Endeavour Silver Corp.
("Endeavour") (TSX: EDR, NYSE Amex: EXK, DB-Frankfurt: EJD) is pleased
to announce that, on November 5, 2010, the Board of Directors of Cream
(the "Cream Board") verbally agreed to support and recommend an amended
offer (the "Amended Offer") by Endeavour to acquire all of the issued
and outstanding Shares.
On November 8, 2010, Endeavour was advised
that the Cream Board purported to withdraw from its agreement to
support and recommend the Amended Offer.
Endeavour verbally agreed to amend, and will amend, the initial offer
(the "Initial Offer") to:
If the Minimum Tender Condition is not met at the expiry time of the
Amended Offer (as may be extended by Endeavour), at Creams election,
Endeavour agreed that it would enter into an agreement with Cream (the
"Purchase and Option Agreement") pursuant to which Endeavour would
acquire, in consideration of a cash payment of Cdn$5.0 million to
Cream, the following:
An additional 1% interest in the Nuevo Milenio project (for an
aggregate 51% interest) would be earned by Endeavour after completion
of the required first year work expenditures with a further 19%
interest (for an aggregate 70% interest) in the Nuevo Milenio project
to vest upon completion of the total of Cdn$5.0 million of work
expenditures.
The Purchase and Option Agreement is to contain
conditions customary for transactions of this nature, but would not be
subject to any discretionary conditions (such as due diligence) on the
part of Endeavour.
Any such Purchase and Option Agreement is to be
entered into by Endeavour and Cream within 30 days of the expiry date
of the Amended Offer.
Subject to the conditions of the Amended Offer being met or waived,
each Shareholder will receive Cdn$0.14 for each Share tendered under
the Amended Offer, payable at the Shareholders election in cash or
0.02575 of an Endeavour Share.
The Notice of Variation in respect of
the Amended Offer, together with an amended Letter of Transmittal and
an amended Notice of Guaranteed Delivery, will be mailed to
Shareholders and will be filed with the applicable securities
regulatory authorities in Canada and the United States and will be
available under Cream at www.sedar.com and www.sec.gov.
Full details of the Initial Offer are contained in Endeavours Offer
and Circular dated October 4, 2010, as will be amended by the Notice of
Variation in respect of the Amended Offer.
The Amended Offer will be
subject to certain customary conditions, including at least 50.1% of
the Shares of Cream being deposited under the Amended Offer and not
withdrawn, the absence of any material adverse change in Cream, the
absence of certain activities on the part of Cream, including share
issuances (other than under existing options and warrants),
acquisitions and dispositions, no untrue statements or omissions in
Creams public disclosure and there being no material change in the
status of the Nuevo Milenio project.
Additional Highlights of the Amended Offer
Important Instructions to Shareholders Tendering their Shares
Shareholders who have already accepted the Initial Offer and wish to
receive cash for their Shares already deposited will automatically
receive the increased cash consideration of Cdn.$0.14 per Share under
the Amended Offer when made, subject to the conditions of the Amended
Offer being met or waived, and need not do anything further.
Shareholders who wish to accept the Amended Offer when made, or wish to
elect to receive 0.02575 Endeavour Shares for each of their Cream
Shares, should follow the instructions in the Notice of Variation and
the amended Letter Transmittal and, if applicable, the amended Notice
of Guaranteed Delivery when such documents are available.
This press release does not constitute an offer to buy or sell, or the
solicitation of an offer to buy or sell, any of the Shares of Cream.
Such an offer can only be made pursuant to an offer to purchase and
accompanying offering circular filed with the securities regulatory
authorities in Canada.
Investors may obtain a copy of the Initial Offer, related Circular,
Notice of Variation regarding the Amended Offer (when available) and
other documents filed by Endeavour with the Canadian securities
regulators under Cream at www.sedar.com.
These documents may also be
obtained by contacting the information agent, Laurel Hill Advisory
Group, toll free at 1 877 304 0211 or by email at
, or from Endeavours website or by directing
their request to Endeavour by telephone at (604) 685-9775 or by fax at
(604) 685-9744.
Shareholders in the United States should be aware that that the Amended
Offer is being made for the outstanding securities of a Canadian issuer
and the Circular and other documents filed by Endeavour with Canadian
securities regulators relating to the Amended Offer have been prepared
in accordance with disclosure requirements in Canada.
Such disclosure
requirements are different than those of the United States.
The
Amended Offer is being made in the United States pursuant to an
exemption from U.S.
tender offer rules provided by Rule 14d 1(c)
promulgated under the U.S.
Securities Exchange Act of 1934, as amended.
Endeavour has filed or will file with the United States Securities and
Exchange Commission on Form CB the Circular and other documents filed
by Endeavour with Canadian securities regulators relating to the
Amended Offer.
These filings are available under Cream at www.sec.gov.
Extension of Initial Offer
Endeavour will be filing a Notice of Extension in order to extend the
expiry period of the Initial Offer of Cdn$0.12 in cash per Cream Share
to 8:00 a.m.
(Pacific time) on November 19, 2010 and will then file the
Notice of Variation in respect of the Amended Offer prior to the
extended expiry of the Initial Offer.
Endeavour Silver Corp.
is a small-cap silver mining company focused on
the growth of its silver production, reserves and resources in Mexico.
Since start-up in 2004, Endeavour has posted five consecutive years of
aggressive silver production, reserve and resource growth.
The organic
expansion programs now underway at Endeavours two operating silver
mines in Mexico combined with its strategic acquisition and exploration
programs should help Endeavour achieve its goal to become the next
premier mid-tier silver mining company.
ENDEAVOUR SILVER CORP.
Per:
/s/ "Bradford Cooke"
BRADFORD COOKE
Chairman and Chief Executive Officer
For more information, please contact Hugh Clarke at Toll free:
877-685-9775, tel: (604) 685-9775, fax: (604) 685-9744, email
or visit our website, www.edrsilver.com.
Cautionary Note Regarding Forward Looking Statements
Certain statements contained in this news release, in addition to
certain statements contained in the Offer, are "forward looking
statements", as defined in applicable Canadian and United States
securities laws.
Often, but not always, forward looking statements can
be identified by the use of words such as "plans", "expects",
"expected", "scheduled", "estimates", "intends", "anticipates", or
"believes", or variations of such words and phrases, or state that
certain actions, events or results "may", "could", "would", "might" or
"will" be taken, occur or be achieved.
Such forward looking statements
are subject to known and unknown risks, uncertainties and other factors
that could cause actual results, performance or achievements of
Endeavour to differ materially from any future results, performance or
achievements expressed or implied by such forward looking statements,
including the risk that all conditions of the Offer will not be
satisfied.
Many of these risks and uncertainties relate to factors
that are beyond Endeavours ability to control or estimate precisely,
such as future market conditions, changes in the regulatory environment
and the behaviour of other market participants.
Endeavour cannot give
any assurance that such forward looking statements will prove to have
been correct.
The reader is cautioned not to place undue reliance on
these forward looking statements, which speak only as of the date of
the Offer, Circular and Notice of Variation.
Endeavour disclaims any
intention or obligation to update or revise any forward looking
statements, whether as a result of new information, future events or
otherwise, except as required by applicable law.
Nothing contained
herein shall be deemed to be a forecast, projection or estimate of the
future financial performance of Endeavour or Cream following completion
of the Offer unless otherwise stated.
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Copyright (c) 2010 ENDEAVOUR SILVER CORP.
(EDR) All rights reserved.
For more information visit our website at http://www.edrsilver.com/ or
send mailto:
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