(By Balaseshan) Denison Mines Corp. (NYSEAMEX: DNN) said it will offer to buy all issued and outstanding common shares of JNR Resources Inc. (CVE: JNN) for about $10 million in a friendly take-over bid.
Under the terms of the offer, JNR shareholders will receive 0.073 of a Denison common share for each JNR Share deposited under the offer, provided that no fractional Denison Shares will be issued.
As part of this transaction, Denison also intends to offer replacement warrants and options to holders of outstanding JNR warrants and options on similar terms as adjusted by the exchange ratio.
The offer represents a premium of 53 percent based on the 20-day volume weighted average share prices of both companies on the TSX and the TSX-V as of November 13, and a 55 percent premium to the closing prices immediately prior to announcement. Upon completion of the transaction, shareholders of JNR will own 2.0 percent of Denison.
The board of directors of JNR, after consulting with its financial and legal advisers, has unanimously approved entering into the acquisition agreement and unanimously recommends that JNR shareholders tender their shares pursuant to the offer.
JNR's board of directors has received a fairness opinion from its financial advisor that the consideration offered by Denison for the JNR Shares under the offer is fair from a financial point of view,\ to JNR shareholders.
In addition, in conjunction with the acquisition agreement, certain directors and officers of JNR are entering into lock-up agreements with Denison, which together represents about 4.5 percent of the issued and outstanding JNR Shares.
DNN shares, which have been in the $1.15 to $2.07 range for the past year, are trading up 0.87 percent at $1.16 on Wednesday.