Cardinal Resources says ‘take no action’ with Nord Gold SE on-market takeover bid

Cardinal Resources says ‘take no action’ with Nord Gold SE on-market takeover bid

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Cardinal Resources Ltd (ASX:CDV) (TSE:CDV) (OTCMKTS:CRDNF) has recommended that shareholders take no action in response to an unconditional on-market takeover offer from Nord Gold SE. A Bidder’s Statement for the unconditional on-market all cash offer at A$0.66 cash per share from Nordgold was received today with CDV shares as much as 18% higher intra-day to A$0.70. Shandong Gold obligations Cardinal’s recommendation comes as it notes that it has obligations under the Bid Implementation Agreement entered into with Shandong Gold Mining (Hong Kong) Co Limited and Shandong Gold Mining Co Ltd on June 18, 2020. In a statement, the company said: “Cardinal also notes that as the Nordgold Takeover Bid was unsolicited, it will need to be considered in detail by the board, together with the special purpose committee and its financial and legal advisers.” The company said it would provide an update to shareholders as soon as it was able. “Take no action” “Having regard to the unsolicited nature of the Nordgold Takeover Bid and the provisions of the Bid Implementation Agreement (which contain, amongst other matters, matching rights in favour of Shandong Gold), shareholders are advised to TAKE NO ACTION at this time in relation to the Nordgold Takeover Bid.” Cardinal’s joint financial advisors are Maxit Capital LP (Nth America), Hartleys Limited (Australia), Cannacord Genuity Corp and BMO Capital Markets and its legal advisors are HopgoodGanim Lawyers (Australia) and Bennett Jones LLP (Canada). Focused on gold Cardinal is a West African gold‐focused exploration and development company that holds interests in tenements within Ghana, West Africa. The company is focused on the development of the Namdini Gold Project and released its feasibility study on October 28, 2019. Bidder’s Statement In a Bidder’s Statement, Nordgold said the consideration of A$0.66 per share represented a 164% premium to the closing price on March 13, 2020, the last trading day prior to the announcement of Nordgold’s indicative proposal and request for due diligence to Cardinal. It said this offer was 10% higher than the “highly conditional” proposal subsequently announced by Chinese group Shandong Gold and valued Cardinal at A$347 million/US$241 million based on 100% of the ordinary equity on issue. Taylor Collison Limited will, on behalf of Nordgold and pursuant to section 635 of the Corporations Act 2001 (Cth), offer to acquire on-market all of the fully paid ordinary shares in Cardinal listed for quotation on the official list of the ASX.

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