Published:
Golden Cycle Gold Corporation Amends Merger Agreement With AngloGold Ashanti to Increase Merger Consideration and Plans for Special Meeting of Shareholders
COLORADO SPRINGS, Colo., May 29 /PRNewswire-FirstCall/ -- Further to
its announcement on January 14, 2008 related to the acquisition of Golden
Cycle Gold Corporation (NYSE: GCGC) (Golden Cycle) by AngloGold Ashanti
Limited (AngloGold Ashanti) through a merger transaction (the
Transaction) in which Golden Cycle's shareholders will receive
consideration consisting of AngloGold Ashanti American Depository Shares
(ADSs), Golden Cycle is pleased to announce that the agreement regulating
the implementation of the Transaction (the Merger Agreement) has been
amended, as described below, and AngloGold Ashanti's registration
statement on Form F-4 (the Registration Statement) as required to
register the AngloGold Ashanti ADSs to be issued to Golden Cycle
shareholders has been updated and filed with the United States Securities
and Exchange Commission (SEC).
The principal amendments to the Merger Agreement, as reflected in the
updated Registration Statement, are as follows:
-- the consideration that Golden Cycle shareholders will receive in
the Transaction has been adjusted from 0.29 AngloGold Ashanti ADSs
to 0.3123 AngloGold Ashanti ADSs per share of Golden Cycle's
common stock to take account of the AngloGold Ashanti rights
offering (the rights offering), the final terms of which were
announced on May 23, 2008, so as to place holders of Golden Cycle
common stock in the same economic position after the rights
offering as they were before the rights offering (holders of
Golden Cycle common stock will not participate in the rights
offering as they will not be registered holders of AngloGold
Ashanti ADSs by the record date of the rights offering);
-- the treatment of options to acquire shares of Golden Cycle common
stock has been changed. Under the terms of the Merger Agreement as
originally executed on January 11, 2008 it was intended that
options to acquire shares of Golden Cycle common stock would be
converted into options to acquire AngloGold Ashanti ADSs under
AngloGold Ashanti's various employee share incentive schemes.
Subsequently it has been determined that this will not be possible
under the rules of these schemes. Therefore, a cashless exercise
for the options to purchase Golden Cycle common stock (determined
using a Black Scholes calculation and to be settled by the issue
of AngloGold Ashanti ADSs) has been agreed;
-- the unpaid costs and expenses to Golden Cycle as a condition to
closing the Transaction has been increased from US$200,000 to
US$275,000.
The special meeting of Golden Cycle shareholders, to consider, and
vote upon, resolutions required to be approved to implement the
Transaction, is planned to be convened June 30, 2008. The meeting will
be held at the Elks Lodge, 367 North 3rd Street,Victor, Colorado at
10:00 a.m. local time. Should Golden Cycle shareholders approve these
resolutions at the special meeting, the Transaction will then be
implemented.
Golden Cycle Gold Corporation is listed on the NYSE-Arca Exchange,
trading under the symbol "GCGC".
Legal Advisor: Dorsey & Whitney LLP
R. Herbert Hampton, President & CEO of Golden Cycle Gold Corporation,
+1-719-471-9013
This press release includes forward-looking statements involving
known and unknown risks, uncertainties and other factors that could cause
actual results to vary materially from projected results. These include
but are not limited to the timing of the Transaction, anticipated
liquidity and premium to market represented by AngloGold Ashanti ADSs,
anticipated satisfaction of closing conditions related to the Transaction
and other statements that are not historically statements of fact.
Please refer to a discussion of these and other factors in Golden Cycle
Gold Corporation's 10-K, 10-Q and other Securities and Exchange
Commission filings which will be provided to you upon request. You
should not place undue reliance on forward-looking statements. We
undertake no obligation to update any forward-looking statement.
This communication is being made in respect of the proposed merger
transaction involving and Golden Cycle and AngloGold Ashanti. In
connection with the proposed transaction, AngloGold Ashanti will file
with the SEC a registration statement on Form F-4 and Golden Cycle will
mail a proxy statement/prospectus to its stockholders, and each will be
filing other documents regarding the proposed transaction with the U.S.
Securities and Exchange Commission ("SEC") as well. BEFORE MAKING ANY
VOTING OR INVESTMENT DECISION, INVESTORS ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION AND ANY OTHER
RELEVANT DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The final
proxy statement/prospectus will be mailed to Golden Cycle's stockholders.
Stockholders will be able to obtain a free copy of the proxy
statement/prospectus, as well as other filings containing information
about AngloGold Ashanti and Golden Cycle, without charge, at the SEC's
Internet site (http://www.sec.gov). Copies of the proxy
statement/prospectus and the filings with the SEC that will be
incorporated by reference in the proxy statement/prospectus can also be
obtained, without charge, by directing a request to Golden Cycle Gold
Corporation, 1515 S. Tejon, Suite 201,Colorado Springs, CO 80906,
Attention: Chief Executive Officer, (719) 471-9013, or to AngloGold
Ashanti LImited, 76 Jeppe Street, Newtown, 2001 PO Box 62117 Marshalltown
2107 Johannesburg 2001 T3 00000 South Africa, Attention: Investor
Relations, +27 11 637 6385.
AngloGold Ashanti, Golden Cycle and their respective directors and
executive officers and other persons may be deemed to be participants in
the solicitation of proxies in respect of the proposed transaction.
Information regarding Golden Cycle's directors and executive officers is
available in Golden Cycle's proxy statement filed on Schedule 14A for its
2007 annual meeting of stockholders and Golden Cycle's 2007 Annual Report
on Form 10-K, and information regarding AngloGold Ashanti's directors and
executive officers is available in AngloGold Ashanti's 2007 Annual Report
on Form 20-F. Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect interests, by
security holdings or otherwise, will be contained in the proxy
statement/prospectus and other relevant materials to be filed with the
SEC when they become available.
SOURCE Golden Cycle Gold Corporation
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