Item 1.01 Entry into a Definitive Agreement
On
The Arrangement Agreement provides for the terms and conditions pursuant to
which the Purchaser has agreed to acquire the remaining 80.5% of the outstanding
common shares of Corvus (the "Corvus Shares") not already owned by AGA and all
of its subsidiaries (collectively, the "
The terms of the Arrangement Agreement also provide that, as part of the Transaction, each option to purchase a Corvus Share (a "Corvus Option") that is outstanding immediately prior to the effective time (the "Effective Time") of the Arrangement (as defined below), notwithstanding the terms of such Corvus Option, that is vested or unvested, will be deemed to be unconditionally vested and exercisable, and will be immediately cancelled in exchange for a cash payment from Corvus equal to the amount by which the Consideration exceeds the exercise price of each such Corvus Option, subject to withholding taxes where applicable.
The terms of the Arrangement Agreement further provide that the Transaction will
be implemented by way of a statutory plan of arrangement under the Business
Corporations Act (
The Transaction will be subject to the approval of: (a) 66 2/3% of the votes
cast by (i) the Corvus Shareholders, including votes attached to Corvus Shares
held by the
The Corvus Shares beneficially owned by the
The Arrangement Agreement and the Arrangement have been approved by the board of directors of each of Corvus (the "Corvus Board") (acting upon the unanimous recommendation of a special committee of the Corvus Board, consisting solely of independent and disinterested directors, authorized to, among other things, negotiate, evaluate and approve or disapprove potential transactions with Corvus) and the Purchaser and the Guarantor.
Completion of the Transaction is also subject to other customary closing
conditions, including mutual conditions regarding (i) obtaining an interim and
final order from the Court, (ii) the absence of any law enacted by any
governmental entity that prohibits or makes the consummation of the Transaction
illegal, and (iii) receipt by the
Completion of the Transaction is subject to certain conditions in favor of the
Purchaser, including (i) subject to certain exceptions, the accuracy of Corvus'
representations and warranties, (ii) fulfillment or compliance by Corvus, in all
material respects, with its covenants under the Arrangement Agreement, (iii)
dissent rights of the Corvus Shareholders under
Completion of the Transaction is subject to certain conditions in favor of Corvus, including (i) subject to certain exceptions, the accuracy of the Purchaser's and the Guarantor's representations and warranties, (ii) fulfillment or compliance by the Purchaser and the Guarantor, in all material respects, with their covenants under the Arrangement Agreement, (iii) delivery of sufficient funds to the Depositary to pay the aggregate Consideration to the Corvus Shareholders, and (iv) providing Corvus with the Funding Loan to satisfy the required payments under the Arrangement to the Corvus Optionholders.
The Transaction is not subject to a financing condition.
The Arrangement Agreement contains customary representations and warranties of Corvus and the Purchaser and the Guarantor. Corvus has also agreed to customary covenants regarding the operation of Corvus and its subsidiaries prior to the Effective Time, including covenants not to, during the pendency of the Arrangement, solicit alternative transactions or, subject to certain exceptions, enter into discussions concerning, or provide confidential information in connection with, an alternative transaction, subject to customary "fiduciary out" rights. Corvus has also granted the Purchaser a right to match any superior proposal.
The Arrangement Agreement contains certain customary mutual termination rights
for both Corvus and the Purchaser, including a right to terminate (i) if the
necessary approvals are not obtained at the Special Meeting, (ii) any law is
enacted that prohibits or makes the consummation of the Transaction illegal, or
(iii) if the Arrangement is not completed by
The Arrangement Agreement contains customary termination rights for Corvus, including a right to terminate (i) for a breach of any representation and warranty or failure to perform any covenant on the part of the Purchaser, subject to certain qualifications, (ii) if prior to obtaining the approval of the Corvus Securityholders, Corvus accepts a superior proposal, or (iii) if the SARB approval has not been obtained by the Outside Date.
The Arrangement Agreement contains customary termination rights for the Purchaser, including a right to terminate (i) for a breach of any representation and warranty or failure to perform any covenant on the part of Corvus, subject to certain qualifications, (ii) if prior to obtaining the approval of the Corvus Securityholders, the Corvus Board or a committee of the Corvus Board fails to unanimously recommend or withdraws, amends, modifies or qualifies, in a manner that is adverse to the Purchaser, its recommendation that the Corvus Securityholders vote in favor of the Arrangement at the Special Meeting, or Corvus breaches its non-solicitation covenant in any material respect, or (iii) if a Material Adverse Effect has occurred.
Corvus will pay a termination fee of
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On
Item 9.01. Financial Statements and Exhibits
(d) Exhibits Exhibit Description 2.1 Arrangement Agreement datedSeptember 13, 2021 , by and among Corvus, 1323606B.C. Unlimited Liability Company andAngloGold Ashanti Holdings plc* 4.1 Form of Voting Support Agreement
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Certain schedules have been omitted pursuant to Item 601(b)(2) of Regulation
S-K, but a copy will be furnished supplementally to the
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