Anatolia Minerals Development Ltd. has agreed to acquire Avoca Resources Ltd. of Perth in stock swap that values the Australian company at about $1-billion.
Under the arrangement, Anatolia shareholders will pay 0.4453 a common share for each share of Avoca, the companies said Wednesday.
Based on Tuesday's closing price, Anatolia's offer is worth about $3.48 per share. Avoca has about 290 million shares outstanding.
Once the agreement is completed, the companies will operate under the name Alacer Gold Corp.
The merger "provides both groups with exposure to a highly attractive portfolio of world class projects with a best in class growth profile," said Anatolia president and CEO Ed Dowling.
"Specifically, this merger represents a great transaction combining great resources and great teams to enhance shareholder value through diversification, growth and scale."
Anatolia is a junior miner exploring in Turkey, with the development of the Copler gold project.
Avoca, based in Perth, Australia, explores in the region and forecasts gold production of 280,000 ounces for the full-year 2011.
The boards of both companies unanimously support the agreement and will recommend it to shareholders as long as a superior proposal doesn't emerge, they said in the joint announcement. The company's largest shareholder, Pala Investments Holdings Ltd., also said it will support the merger.
Shareholder meetings to vote on the transaction are expected in mid-December, while the merger is targeted for completion by early 2011.
"Avoca and Anatolia's asset portfolios are highly complementary and also provide both companies with greater optionality to take advantage of the extensive exploration portfolios in both Australia and Turkey respectively," said Rohan Williams, managing director of Avoca.