Ashanti Goldfields Company Ld
14 October 2003
FOR IMMEDIATE RELEASE 14 October 2003
IMPROVED RECOMMENDED MERGER WITH ANGLOGOLD
The board of Ashanti Goldfields Company Limited ('Ashanti') is pleased to
announce that it has today received an improved final merger offer ('Revised
Merger Proposal') from AngloGold Limited ('AngloGold'). Following consideration
of the terms of the Revised Merger Proposal and the terms of the merger proposal
received from Randgold Resources Limited ('Randgold') as announced on 23
September 2003, the board of Ashanti has resolved unanimously* to recommend
AngloGold's Revised Merger Proposal. In reaching its conclusion, the board of
Ashanti has considered, amongst other things, the results of the technical,
legal and financial due diligence exercise undertaken on both AngloGold and
Randgold and formed a view as to which proposal it believes is in the best
interests of Ashanti's stakeholders, including shareholders, employees and the
people of Ghana.
Under the Revised Merger Proposal, Ashanti's shareholders will receive 29 new
AngloGold ordinary shares for every 100 Ashanti ordinary shares held. Based on
the closing market price of AngloGold ADSs on the New York Stock Exchange on 13
October 2003 (the last practicable trading day prior to this announcement), the
Revised Merger Proposal values each Ashanti share at US$10.97 and the entire
issued share capital of Ashanti at approximately US$1,431 million. On completion
of the Revised Merger Proposal and based on the current issued share capital of
each company, existing Ashanti shareholders would own approximately 14.5% of the
enlarged company's issued share capital.
The Revised Merger Proposal is conditional on the support of the Government of
Ghana as shareholder and regulator of Ashanti, the approval of the scheme of
arrangement required to implement the transaction by Ashanti shareholders and
the High Court of Ghana and certain other regulatory approvals and third party
consents as detailed in the 4 August announcement.
Other than the exchange ratio, the Revised Merger Proposal will be on the same
terms and conditions as those set out in the transaction agreement between
Ashanti and AngloGold as announced on 4 August 2003. It is intended that the
transaction agreement will be revised accordingly as soon as practicable.
Lonmin Plc ('Lonmin'), which holds 27.6% of Ashanti's issued share capital,
entered into an undertaking with AngloGold, dated 4 August 2003, to vote in
favour of the merger. Lonmin can only withdraw its support for the merger with
AngloGold if the board of Ashanti withdraws its recommendation or if the
transaction agreement relating to AngloGold's proposal is terminated.
In light of the Revised Merger Proposal, Lonmin has irrevocably undertaken to
AngloGold not to have any discussions with Randgold, or to accept or support any
proposal from Randgold unless such proposal includes a fully underwritten cash
alternative and the board of Ashanti determines it to be a superior proposal in
accordance with the terms of the transaction agreement with AngloGold.
There can be no assurance that a transaction with AngloGold will be completed.
Consequently, shareholders of Ashanti are advised to exercise caution when
dealing in the relevant securities.
* Chester Crocker, Lynda Chalker and Edward Haslam, being directors of Ashanti,
have not taken part in the deliberations of the board of Ashanti relating to the
recommendation of the Revised Merger Proposal. Chester Crocker and Lynda Chalker
did not participate because they or companies in which they have an interest
have entered into commercial contracts with AngloGold, its subsidiaries or its
major shareholder, Anglo American plc. Edward Haslam did not participate because
he is an executive director of Ashanti's largest shareholder, Lonmin Plc, which
has given an undertaking to AngloGold to support the Revised Merger Proposal.
For further information contact:
Ashanti Goldfields Company Limited
Srinivasan Venkatakrishnan (Venkat) Tel: +233 21 778 171
Kwaku Akosah-Bempah Tel: +233 21 778 173
Corinne Gaisie Tel: +44 20 7256 9938
UK Investors and Media
Charles Cook Tel: +44 20 7417 4170
The Global Consulting Group
North American Contact
Allan Jordan Tel: +1 646 284 9452
CIBC World Markets
Andy Quinn Tel: +44 20 7234 6000
Certain statements in this announcement are forward-looking within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Although Ashanti believes that the
expectations reflected in such forward-looking statements are reasonable, no
assurance can be given that such expectations will prove to have been correct.
For a discussion of the important factors and risks involved in Ashanti's
business refer to Ashanti's filings with the U.S. Securities and Exchange
Commission (the 'Commission'), including Ashanti's amended annual report on Form
20-F/A for the year ended 31 December 2002, filed with the Commission on 17 June
Ashanti does not undertake any obligation to update publicly any forward-looking
statements discussed in this announcement, whether as a result of new
information, future events or otherwise.
This information is provided by RNS
The company news service from the London Stock Exchange