Aurizon Mines Ltd. urged shareholders Wednesday to reject a $780-million hostile takeover bid by Alamos Gold Inc., calling it "financially inadequate and opportunistic."
The junior miner's board also said it has adopted a shareholder rights plan to defend against the cash-and-stock offer and help give it time to find alternatives.
George Brack, chairman of a special committee that reviewed the offer, said it was "timed to take advantage of a transition year for Aurizon that we believe will be the foundation of long-term value creation for our shareholders."
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"It fails to compensate Aurizon shareholders for the true value of our assets. We also believe there is increased geopolitical and development risk associated with Alamos shares," Mr. Brack said in a statement.
Aurizon has eight properties in Quebec including the Casa Berardi gold mine as well as several development and exploration projects, while Alamos has a mine and mineral rights in Mexico and an advanced development project in Turkey.
Alamos is offering $4.65 in cash or 0.2801 of an Alamos share for each Aurizon share with the cash portion capped at a maximum of $305-million and the stock portion limited to 23.5 million Alamos shares.
However, Aurizon said the offer was actually less than $4.65 per share due to the price of Alamos shares, which had traded lower since the proposal was first announced earlier this month.
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Aurizon shares closed up 10 cents at $4.74 on Tuesday, while Alamos shares closed up 34 cents at $15.95.
Aurizon said its Casa Berardi mine is currently undergoing a transition phase and its recent results do not reflect its longer term prospects.
The company also noted the offer came at a time when its shares were trading at their lowest level since December 2008.
"The board and special committee are focused on exploring the full range of value-maximizing alternatives for the company," Mr. Brack said.
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"These include building on existing initiatives and engaging in discussions with third parties regarding potential alternative transactions that create superior shareholder value."
Alamos already owns about 26.5 million Aurizon shares, or about a 16-per-cent stake, which it acquired ahead of its bid.