International Royalty Corporation's board of directors unanimously recommends
that shareholders reject Franco-Nevada's unsolicited Offer
IRC's board of directors believes that the proposed arrangement with
NYSE-A: ROYTSX: IRC
The directors' circular contains the IRC's board of directors' recommendation as well as a discussion of its reasons for recommending that IRC shareholders reject the Franco-Nevada Offer. The directors' circular also contains a discussion of the terms of the arrangement agreement entered into between IRC and
A special meeting of securityholders of IRC is scheduled to be held on
In making its recommendation with respect to the Franco-Nevada Offer, IRC's board of directors considered many factors, including the recommendation of a special committee of directors and a written opinion from IRC's financial advisor, Scotia Capital Inc. ("Scotia Capital"), which states that, as of the date of the directors' circular, the consideration offered by Franco-Nevada pursuant to the Franco-Nevada Offer is inadequate, from a financial point of view, to IRC shareholders other than Franco-Nevada and its affiliates. The full text of the inadequacy opinion is included in the directors' circular.
The directors' circular specifies a number of reasons why the board recommends that shareholders reject the Franco-Nevada Offer, including the following:
- The board of directors believes that the Royal Gold Transaction is superior to the Franco-Nevada Offer and more attractive to IRC shareholders. - The opportunity to receive Royal Gold shares under the Royal Gold Transaction provides IRC shareholders with potential benefits not available under the Franco-Nevada Offer. - IRC shareholders holding an aggregate of approximately 34% of the IRC common shares on a fully-diluted basis, including the three largest IRC shareholders and each director and officer of IRC, have agreed with Royal Gold to vote their IRC common shares and options in favour of the Royal Gold Transaction. - IRC's financial advisor, Scotia Capital, has provided a written opinion that the consideration offered under the Franco-Nevada Offer is inadequate, from a financial point of view, to IRC shareholders. - The Franco-Nevada Offer is structured as an "any and all" offer and is coercive. - The Franco-Nevada Offer is highly conditional and is not a firm offer. - The conditions of the Franco-Nevada Offer cannot be satisfied. - The Franco-Nevada Offer is not a "Permitted Bid" under the IRC shareholder rights plan.
To reject the Franco-Nevada Offer, shareholders do not need to take any action.
Availability of the Directors' Circular
The directors' circular was mailed to all shareholders and optionholders today and is available on the IRC website at www.internationalroyalty.com. The directors' circular has also been filed with securities regulatory authorities in
For Investor Questions, Including How to Withdraw Shares from the Franco-Nevada Offer
IRC shareholders who have questions or who may have already tendered their common shares to the Franco-Nevada Offer and wish to withdraw them, may do so by contacting your broker or IRC's information agent, Georgeson, at one of the following numbers:
North American Toll-Free Number: 1-866-725-6575 Banks, Brokers and Collect Calls: 1-212-806-6859
International Royalty Corporation
IRC is a global mineral royalty company. IRC holds 84 royalties including an effective 2.7% NSR on the Voisey's Bay mine, a sliding scale NSR on the Chilean portion of the Pascua-Lama project, a 1.5% NSR on the Las Cruces project and a 1.5% NSR on approximately 3.0 million acres of gold lands in Western
On behalf of the Board of Directors, INTERNATIONAL ROYALTY CORPORATION Douglas B. Silver Chairman and CEO
Cautionary Statement Regarding Forward-Looking Statements
Some of the statements contained in this release are forward-looking statements. In certain cases, forward-looking statements can be identified by the use of words or phrases such as "plans", "expects", "anticipates", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", or "does not anticipate", 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. Since forward-looking statements are not statements of historical fact and address future events, conditions and expectations, forward-looking statements inherently involve unknown risks, uncertainties, assumptions and other factors well beyond IRC's ability to control or predict. Actual results and developments may differ materially from those contemplated by such forward-looking statements depending on certain factors. IRC's forward-looking statements in this release are based on certain assumptions. Any forward-looking statements included in this release represent IRC's views as of the date of this release. While IRC anticipates that subsequent events and developments may cause IRC's views to change, IRC specifically disclaims any obligation to update these forward-looking statements unless required by law. These forward-looking statements should not be relied upon as representing IRC's views as of any date subsequent to the date of this release. Accordingly, readers should not place undue reliance on any forward-looking statements.
For further information: Jack Perkins, Director of Investor Relations, (303) 991-9500; Douglas B. Silver, Chairman and CEO, (303) 799-9020; [email protected]; www.internationalroyalty.com; Renmark Financial Communications Inc.: Barbara Komorowski, [email protected], (514) 939-3989, Fax: (514)939-3717; www.renmarkfinancial.com
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