Endeavour Mining is to acquire fellow West Africa-focused gold producer SEMAFO in a friendly, all-share deal that, Endeavour says, will create a top 15 global gold producer and the largest yellow metal miner in West Africa.
The deal, which both sets of Board of Directors have unanimously approved, values SEMAFO at C$1 billion ($694 million) and comes with a 27.2% premium based on the 20-day volume weighted average price of both companies for the period ended March 20, 2020. It would see existing Endeavour and SEMAFO shareholders hold around 70% and 30%, respectively, of the combined company on a “fully-diluted in-the-money basis”.
Such a transaction comes less than six months since SEMAFO suspended operations at its Boungou open-pit mine, in Burkina Faso, following a deadly attack on a public road in the Est region. This led to a seven-week suspension of the mine in 2019. This incident followed on the heels of a pit wall failure at its Mana mine, also in Burkina Faso, in August, that led to a 10-week suspension.
Endeavour, meanwhile, had its hopes of merging with fellow Africa gold producer, Centamin, dashed earlier this year after Endeavour President & CEO, Sebastien de Montessus, said the quality of information received during the accelerated due diligence process had been insufficient to allow the company to be confident in proceeding with a “firm offer” for Centamin.
On a pro-forma basis, a combined Endeavour and SEMAFO would have more than 1 Moz of gold production in 2020 (based on current company guidance), placing it among the top 15 gold producers globally, while all-in sustaining costs (AISC) would be below $900/oz, placing it within the bottom third of the industry cost curve, the companies said.
Assets would include the Ity, Houndé, Agbaou and Karma mines from Endeavour (which produced 651,000 oz at an AISC of $818/oz in 2019) and the Boungou and Mana mines from SEMAFO (which produced 340,900 oz at an AISC of $724/oz in 2019).
Endeavour-SEMAFO would also have 10.5 Moz of reserves and 20.7 Moz of measure and indicated resources (inclusive of reserves), plus an additional 6.3 Moz of inferred resources.
It would be strategically positioned as the largest gold producer in both Cote d’Ivoire and Burkina Faso, which account for two-thirds of the highly prospective West African Birimian Greenstone Belt, they said.
It would also consolidate the Houndé belt in Burkina Faso to create a “world-class mining district with two mines, exploration upside and strong future development potential”, they said.
Endeavour said influential investor La Mancha will continue to be a highly supportive cornerstone shareholder, committing to invest $100 million, although decreasing its overall stake from around 31% in Endeavour to about 25% in the combined entity (calculated on a pro-forma basis using current share prices), to “provide for a larger free float and greater stock liquidity”.
These M&A discussions have been going on for some time, according to Endeavour.
In early 2019, both companies engaged in a mutual dialogue in order to evaluate the merits of a business combination. The dialogue included extensive mutual due diligence as well as discussion of potential terms of a transaction, with a final proposal in May 2019. At that time, it was not possible to agree on terms which appropriately shared the risks and rewards of a combination.
In early 2020, discussions between Endeavour and SEMAFO recommenced. Endeavour’s management team completed on-site due diligence at SEMAFO’s operations in Burkina Faso during February 2020, including a comprehensive assessment of security, operations and exploration.
Both companies also re-opened data rooms for mutual confirmatory due diligence, including visits and, following collaborative discussions, confirmed their shared strategic vision and desire to complete a combination subject to negotiation of agreeable terms, they said. Negotiations proceeded, culminating in agreement on the terms of the transaction announced today.
For Endeavour, pursuant to the rules of the TSX, the transaction will require approval by a simple majority of the votes cast by its shareholders. In addition, shareholders of Endeavour will be asked to approve the issuance of Endeavour ordinary shares to La Mancha. For SEMAFO, meanwhile, the transaction will require the approval of 66.6% of votes cast by its shareholders.
It is anticipated that both shareholder meetings and the closing of the transaction will take place in the June quarter of 2020.