Denison Mines announces agreement to acquire JNR Resources

theflyonthewall.com

Denison Mines and JNR Resources announced the signing of an acquisition agreement pursuant to which Denison will offer to acquire all of the issued and outstanding common shares of JNR by way of 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. The Offer represents a premium of 53% based on the 20-day volume weighted average share prices of both companies on the TSX and the TSX-V as of Nov. 13, and a 55% premium to the closing prices immediately prior to announcement. The Offer values JNR at approximately $10M. Upon completion of the transaction, shareholders of JNR will own 2.0% 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. The Acquisition Agreement provides for, among other things, a non-solicitation covenant on the part of JNR, a right in favour of Denison to match any superior proposal and a termination fee of $325,000 payable to Denison in certain circumstances, including if JNR accepts a superior proposal.

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