Endeavour Mining (TSX: EDV) (OTCQX: EDVMF) has announced the successful completion of the previously-announced acquisition of SEMAFO Inc (TSX: SMF), effective July 1, 2020.
Pursuant to a court-approved plan of arrangement, shareholders of SEMAFO received 0.1422 of an Endeavour ordinary share for each SEMAFO common share held.
As a result of the arrangement, SEMAFO has become a wholly-owned subsidiary of Endeavour.
The common shares of SEMAFO will be delisted from the TSX on or about July 6, 2020, and have been delisted from the OMX.
Endeavour will also apply to have SEMAFO cease to be a reporting issuer (or equivalent thereof) in all applicable Canadian jurisdictions.
Endeavour also announced that effective July 1, 2020, Olivier Colom and Wayne McManus have retired from its Board of Directors and Helene Cartier and Tertius Zongo, both nominees of SEMAFO, are joining the Endeavour Board of Directors.
Alison Baker will succeed Mr McManus as Chair of the Audit Committee.
Following the appointments, Endeavour’s Board is composed of nine members, of which eight are independent directors and non-executive directors: Chairman Michael Beckett, James Askew, Alison Baker, Sofia Bianchi, Helene Cartier, Livia Mahler, Naguib Sawiris, Tertius Zongo, and Sébastien de Montessus as executive director and CEO.
To reflect SEMAFO’s entitlement to nominate three directors, Endeavour anticipates that it will add an additional independent non-executive director with a technical background to further balance the current board expertise and strength.
With regard to the management team, Benoit Desormeaux has joined Endeavour as President. Martin Milette has informed the Board that for personal reasons relocating to London is not feasible and therefore he will be pursuing other opportunities and will not transition to Endeavour as its Chief Financial Officer. Henri de Joux, Executive Vice President of People and Information Technology at Endeavour, is currently acting as Interim Chief Financial Officer, leveraging his experience as Chief Financial Officer prior to joining Endeavour.
The $100-million La Mancha investment, representing 4,507,720 common shares, is expected to close on or about July 3, 2020. Following the investment, Endeavour will have 163,062,165 common shares outstanding with La Mancha holding an interest of approximately 24.1%.
Endeavour intends to update its Group 2020 production and cost guidance, incorporating the operations of SEMAFO, as part of its Q2-2020 financial and operating results press release scheduled to be published in early August.
Gleacher Shacklock LLP acted as financial advisor to Endeavour while McCarthy Tétrault LLP acted as Endeavour’s legal advisor. Maxit Capital LP acted as financial advisor to SEMAFO and National Bank Financial Inc. acted as financial advisor to the Special Committee of the Board of Directors of SEMAFO in connection with the Arrangement. Davies Ward Phillips & Vineberg LLP acted as legal advisor to SEMAFO.
Endeavour Mining is a multi-asset gold producer focused on West Africa, with two mines (Ity and Agbaou) in Côte d’Ivoire, four mines (Houndé, Mana, Karma and Boungou) in Burkina Faso, four potential development projects (Fetekro, Kalana, Bantou and Nabanga) and a strong portfolio of exploration assets on the highly prospective Birimian Greenstone Belt across Burkina Faso, Côte d’Ivoire, Mali and Guinea.
Endeavour is listed on the Toronto Stock Exchange, under the symbol EDV.