🕐04.10.10 - 21:54 Uhr
Endeavour Silver Commences All Cash Offer to Acquire Cream Minerals
=======================================================================
Monday, October 04, 2010
Endeavour Silver Commences All Cash Offer to Acquire Cream Minerals
=======================================================================
Vancouver, Canada - October 4, 2010 - Endeavour Silver Corp.
(TSX:
EDR, NYSE-Amex: EXK, DB-Frankfurt: EJD) ("Endeavour" or the "Company")
announced today that it has commenced its formal offer to purchase all
of the outstanding common shares (the "Offer") of Cream Minerals Ltd.
("Cream") (TSX V: CMA).
Endeavour has filed its take-over bid circular
(the "Circular") on SEDAR at www.sedar.com and the Circular is being
mailed to all Cream shareholders today.
Endeavour is offering Cream shareholders Cdn.
$0.12 in cash for each
common share, which represents a 76% premium to the average closing
price of the Cream shares of $0.068 per share on the TSX Venture
Exchange for the 10 trading days ending September 24, 2010, the last
trading day prior to the date of Endeavours announcement of intent to
make the Offer.
The Offer is open for acceptance until 8:00 a.m.
(Pacific time) on
November 9, 2010 unless extended or withdrawn.
The Offer is subject to
certain customary conditions, including at least 50.1% of the Cream
shares being deposited under the Offer and not withdrawn, the absence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 Property.
Reasons to Accept the Offer
Endeavour believes that Cream Shareholders will receive the following
significant benefits from the Offer:
• Significant Premium: The offer price of Cdn.
$0.12 per Share
represents a premium of 76% over the average closing price of the
Shares of $0.068 for the ten trading days ended September 24, 2010, a
premium of 62.5% over the closing trading price of $0.075 on September
24, 2010, the last trading day prior to the announcement of the Offer,
and a significant premium over the average trading price of the Shares
over the past two years.
• Full Value Incorporating Upside Potential: The Offer provides full
value for Cream and its main asset, the Nuevo Milenio Property.
• Immediate Liquidity; No Further Dilution: The Offer provides
Shareholders with a means of realizing immediate value and liquidity
without delay at a substantial premium and without assuming the risks
and dilution associated with further exploration and development of the
Nuevo Milenio Property.
In the past year during the period of the
option to joint venture with Roca Mines Inc., Cream shareholders
suffered 35% dilution and Cream continues to have approximately $2
million in debt and negative working capital.
• Risk of Cream Financial Position: Creams financial statements
advise that Creams "ability to continue as a going concern is
contingent on its ability to obtain additional financing ...
[and] is
dependent upon the continuing financial support of related parties and
shareholders or obtaining financing to continue exploration and/or
development of its mineral interests and to meet its administrative
overhead costs".
In light of Creams current financial position, the
Offer is an attractive alternative compared to further Shareholder
dilution which would result from Creams need for funds to pay debts
and to finance further exploration or development of the Nuevo Milenio
Property.
• Risk of Cream Resource Disclosure: Creams mineral resources as
disclosed in their National Instrument 43 101 ("NI 43 101") reports on
the Nuevo Milenio Property were prepared by Creams second largest
shareholder and a Director, not by independent consultants as required
under NI 43 101.
In Endeavours opinion, the resources are not
compliant with NI 43 101 and a substantial amount of work will be
required to confirm resources in compliance with NI 43 101.
Background to the Offer
In early 2009, Endeavour met with Cream in Mexico to receive an
overview and conduct a site visit of Creams Nuevo Milenio Property
located in Nayarit State, Mexico.
Endeavour subsequently expressed its
interest in the property to Cream and Cream invited Endeavour to make
an offer.
At the time, Cream had approximately $2 million in debts, no
cash and negative working capital.
In June, 2009, Endeavour made an offer to acquire all of the shares of
Cream Mexico, the wholly owned Mexican subsidiary of Cream that owns
the Nuevo Milenio Property, for cash and Endeavour shares.
After
meeting to discuss the offer, Cream requested and Endeavour then
tendered an improved offer to include more cash and a net smelter
return royalty.
The improved offer would have allowed Cream to pay off
all its debts, retain a very healthy cash position, provided it with a
significant shareholding in Endeavour and a net smelter return royalty.
Creams Board of Directors declined Endeavours revised offer and
elected to enter into an option and joint venture agreement with
another junior mineral exploration company in July, 2009.
The
agreement did not include any cash payments to Cream and over the
following 12 months, only five twin drill holes of five Cream drill
holes were completed.
The option was dropped in July, 2010.
During
this period, Cream shareholders suffered 35% dilution as Cream needed
to raise funds in order to stay in business.
Cream then contacted Endeavour in July, 2010 and asked if Endeavour
would consider re-opening discussions with Cream regarding the Nuevo
Milenio Property and in particular, if Endeavour would honour its
revised purchase offer from 2009.
Endeavour responded positively and
met with Cream to discuss the offer and possible variations of the
offer.
An extended period of discussions began, with emails and
meetings in August and September, 2010 between Cream and Endeavour
wherein the two parties attempted to reach an agreement with regard to
the Nuevo Milenio Property.
At the requests of Cream, Endeavour tendered no less than five separate
offers during this period to Cream, up to and including September 25,
2010, including the following types of transactions, (1) various
proposals to purchase Cream Mexico or the Nuevo Milenio Property
directly, (2) a possible friendly take-over bid for the shares of Cream
and (3) an option to joint venture the Nuevo Milenio Property.
Consideration offered by Endeavour included cash payments, Endeavour
shares, exploration expenditures, a participating interest and
royalties.
After the fifth offer was rejected by Creams Board of Directors,
Endeavour elected to make the Offer directly to Cream Shareholders, as
it became evident that negotiations with the Cream Board had been
unsuccessful.
At this time, Cream continues to have approximately $2
million in debts, no cash and negative working capital.
Investors may obtain a copy of the Circular and other documents filed
by Endeavour with the Canadian securities regulators at www.sedar.com.
The Circular and other 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 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 Offer have been prepared in
accordance with disclosure requirements in Canada.
Such disclosure
requirements are different than those of the United States.
The 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 Offer.
These filings
are available at www.sec.gov.
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 J.
Cooke"
Bradford Cooke
Chairman and CEO
For more information, please contact Hugh Clarke Toll free:
877-685-9775, tel: (604) 685-9775, fax: (604) 685-9744, email
or visit our website, www.edrsilver.com.
CAUTIONARY DISCLAIMER -- 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 and Circular.
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.
You can also view this News Release on our website at:
http://www.edrsilver.com/s/NewsReleases.asp?ReportID=421993
Forward this email to friends by clicking on the link below:
http://endeavoursilvercorp.forwardtomyfriend.com/r/ftudkjhi/86AA1DCA/fjduht/l
To unsubscribe from this email list, click here:
http://endeavoursilvercorp.createsend2.com/t/r/u/fjduht/ftudkjhi/
=======================================================================
Copyright (c) 2010 ENDEAVOUR SILVER CORP.
(EDR) All rights reserved.
For more information visit our website at http://www.edrsilver.com/ or
send mailto:
=======================================================================