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Re: 2008 - Wednesday, June 04, 2008
Eldorado's Offer To Frontier Shareholders Continues To Be Full
And Fair
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VANCOUVER, BC Paul N. Wright, President and Chief Executive Officer
of Eldorado Gold Corporation ("Eldorado" or "we") announced today that
Eldorado has completed its in-depth review of the Directors' Circular
issued by Frontier Pacific Mining Corporation (TSX-V:FRP) ("Frontier")
on May 26, 2008 in response to the offer (the "Offer") by Eldorado to
purchase all of the outstanding common shares of Frontier.
Eldorado notes that Frontier has failed to adequately respond to, or
address, the many benefits that Frontier shareholders stand to gain
from a combination with Eldorado. Eldorado also believes that no new
material information concerning Frontier has been disclosed in the
Directors' Circular, or related press releases and filings, that is
either: (i) meaningful technical data which has been prepared by or
under the supervision of a "qualified person" and is supported by a
substantive and appropriate technical report; or (ii) not already
publicly known and inherent in Frontier's share price. Accordingly,
nothing has been provided by Frontier that would change Eldorado's view
that its Offer is full and fair.
Eldorado's President and Chief Executive Officer, Paul N. Wright,
commented, "At the time we made public our intention to launch an offer
for Frontier, we laid out several compelling reasons why our proposed
combination would generate significant value for the shareholders of
both companies. These reasons have not changed and we encourage
shareholders to consider these benefits. Indeed, recent events have
proven our Offer to be even more compelling for Frontier's shareholders
now than at the time of launch. Based on the closing price of
Eldorado's common shares on the Toronto Stock Exchange on June 2, 2008,
our Offer now represents a premium of 48.1% to Frontier's share price
on April 18, 2008, the last day prior to the announcement of the
Offer."
Eldorado will also be mailing to Frontier shareholders and filing on
SEDAR a Notice of Change in Information to its original offer and
circular dated May 9, 2008, which addresses two important developments:
- Eldorado's discovery during the course of its due diligence in
Greece of two active petitions launched by local municipalities for the
annulment of the pre-approval act issued by the Greek Ministry of
Public Works, Town Planning and Environment in respect of the Perama
Hill project. The petitions were commenced in the Counseil d'Etat, the
Supreme Administrative Court of Greece. If the petitions are granted,
it could set the permitting process for Perama Hill back to where it
stood in 2000 and require, among other regulatory work, the issuance of
a new preliminary site plan for Perama Hill and the filing of a new
environmental impact study on Perama Hill. This information confirms
and underscores Eldorado's consistent view that significant permitting
and regulatory work remains outstanding at Perama Hill; and
- Eldorado's receipt of all permits and approvals necessary to
construct its second mine in Turkey -- the Efem�ukuru mine.
Eldorado urges Frontier shareholders to keep these two developments in
mind when assessing the Offer. These developments highlight the
opportunity for Frontier to partner with an Eldorado team which has a
proven track record of successfully permitting projects in the Aegean
region - experience that makes Eldorado's Offer a logical choice for
Frontier shareholders who wish to see Perama Hill advanced to
production. Eldorado's Offer presents a much lower risk scenario for
Frontier shareholders than "going it alone", while at the same time
providing Frontier shareholders with a significant premium and
considerable exposure to the upside potential of Perama Hill and
Eldorado's two current mine construction projects underway in Turkey
and Brazil.
Accompanying the Notice of Change in Information will be a letter to
Frontier's shareholders which responds to a number of omissions and
shortcomings contained in Frontier's Directors' Circular which require
clarification.
Eldorado's Offer remains open for acceptance until 5:00 p.m. (Toronto
time) on June 17, 2008, unless extended or withdrawn.
Rationale for the Offer
There are a number of compelling reasons why the combination of
Eldorado and Frontier would be beneficial to shareholders of each
company, which Frontier's Directors' Circular has not convincingly
addressed or rebutted:
- a substantial premium offer of 0.1220 Eldorado common shares for each
Frontier common share. The Offer, based on the recent closing price of
Eldorado's common shares on June 2, 2008, now represents a premium of
48.1% to Frontier's share price on April 18, 2008, the last day prior
to the announcement of the Offer;
- significantly enhanced liquidity for Frontier's shareholders in the
form of Eldorado common shares. Eldorado's average four-day liquidity
is more than Frontier's entire pre announcement market capitalization;
- elimination of the existing "market overhang" from Frontier's largest
shareholder;
- immediate participation in a high quality, high growth gold producer
with low cost operating assets and a significant market presence and
analytical endorsement;
- elimination of existing "single project" risk through exposure to
Eldorado's portfolio of high quality producing mines and near-term
projects in construction;
- an opportunity to enhance and accelerate development of the Perama
Hill project through a dedicated Eldorado team with a proven track
record of successfully permitting, constructing and operating mines;
- the availability of financial and technical resources to manage the
Perama Hill project through the inevitable challenges associated with
mine permitting, construction and operations;
- the financial platform and flexibility to bring the Perama Hill
project into production with no additional dilution to Frontier's
current shareholders;
- increased financial strength, immediate cash flow from current gold
production and improved access to capital; and
- the opportunity for operational and administrative synergies between
Eldorado's gold projects in Turkey and Frontier's Perama Hill project
in neighboring Greece.
Frontier's Golden Parachutes and Poison Pill
Eldorado is disappointed with Frontier's adoption in response to
Eldorado's Offer of "Golden Parachute" termination packages for its
management and a tactical "Poison Pill" shareholder rights plan.
Eldorado believes such actions have the effect of enriching and
entrenching Frontier's management and are not consistent with
Frontier's stated goal of enhancing shareholder value.
Frontier has stated that its principal reason for adopting the Poison
Pill is to provide Frontier's management with the time required to find
an alternative transaction to the Offer. However, as of the June 17,
2008 expiry date of Eldorado's Offer, Frontier's management will have
had 60 days since the time they learned of Eldorado's most recent Offer
and nearly two years since Eldorado first approached Frontier to
propose a business combination to find alternative transactions. That
is more than enough time. Accordingly, Eldorado is of the view that
Frontier's Poison Pill does nothing to enhance shareholder value and
serves no purpose other than to deter Frontier's shareholders from the
opportunity to tender to a full and fair Offer.
Accordingly, if Frontier's Poison Pill is not waived or otherwise
terminated prior to the time of expiry of Eldorado's Offer (or, in the
event that Eldorado chooses to extend its Offer, if the Poison Pill is
approved by a majority of Frontier's shareholders at its meeting
scheduled for June 19, 2008), the Offer will terminate in accordance
with its terms.
Eldorado urges Frontier's shareholders to seriously consider the
potential for a material adverse impact on Frontier's share price if
the Poison Pill is not waived or is approved at Frontier's upcoming
shareholder meeting and the Offer terminates.
Eldorado's financial adviser is Macquarie Capital Markets Canada Ltd.
Its legal advisors are Borden Ladner Gervais LLP in Canada and Dorsey &
Whitney LLP in the United States.
How to Tender
Frontier shareholders wishing to accept the Eldorado Offer are
encouraged to tender their shares by completing the letter of
transmittal accompanying the documents mailed to them and returning it
together with certificates representing their Frontier shares and all
other documents to the offices of Kingsdale Shareholder Services Inc.
in Toronto, Ontario in accordance with the instructions in the letter
of transmittal. If Frontier shares are held by a broker or other
financial intermediary, Frontier shareholders should contact such
intermediary and instruct it to tender their Frontier shares.
This press release does not constitute an offer to buy or an invitation
to sell, or the solicitation of an offer to buy or invitation to sell,
any of the securities of Eldorado or Frontier. Such an offer may only
be made pursuant to an offer and take-over bid circular filed with the
securities regulatory authorities in Canada.
Eldorado has also filed with the U.S. Securities and Exchange
Commission ("SEC") a Registration Statement, which includes the offer
and take-over bid circular and prospectus relating to its offer to
Frontier shareholders. ELDORADO URGES INVESTORS AND SECURITY HOLDERS TO
READ THE REGISTRATION STATEMENT, THE OFFER AND TAKE OVER BID CIRCULAR
AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC AND CANADIAN
SECURITIES REGULATORY AUTHORITIES, BECAUSE THEY CONTAIN IMPORTANT
INFORMATION. Investors may obtain a free copy of the offer and
take-over bid circular and other documents filed by Eldorado with the
Canadian securities regulators at www.sedar.com and with the SEC at the
SEC's website at www.sec.gov. The offer and take-over bid circular and
other documents may also be obtained for free, from Eldorado's website
or by directing a request to Eldorado's investor relations department
by telephone at 1-888-353-8166, fax 604-687-4026 or e-mail
info@eldoradogold.com or by contacting the Information Agent, Kingsdale
Shareholder Services Inc., toll free at 1-866-581-1513.
About Eldorado
Eldorado is a gold producing, exploration and development company
actively growing businesses in Brazil, Turkey, China and the
surrounding regions. With our international expertise in mining,
finance and project development, together with highly skilled and
dedicated staff, we believe that Eldorado is well positioned to grow in
value as we create and pursue new opportunities.
ON BEHALF OF
ELDORADO GOLD CORPORATION
"Paul N. Wright"
Paul N. Wright
President & Chief Executive Officer
Certain of the statements made herein may contain forward-looking
statements or information within the meaning of the United States
Private Securities Litigation Reform Act of 1995, and forward looking
statements or information within the meaning of the Securities Act
(Ontario). Such forward looking statements or information include, but
are not limited to statements or information with respect to unknown
risks, uncertainties and other factors which may cause the actual
results, performance or achievements of the Company, or industry
results, to be materially different from any future results,
performance or achievements expressed or implied by such
forward-looking statements. Forward-looking statements or information
are subject to a variety of risks and uncertainties, which could cause
actual events, or results to differ from those reflected in the
forward-looking statements or information. Should one or more of these
risks and uncertainties materialize, or should underlying assumptions
prove incorrect, actual results may vary materially from those
described in forward looking statements. Specific reference is made to
"Forward Looking Statements and Risk Factors" in the Company's Annual
Information Form and Form 40-F dated March 31.2008. Forward-looking
statements herein include statements regarding the expectations and
beliefs of management and the possible outcome of litigation in Greece
concerning the Perama Hill project, the Rationale for the Offer and the
effect of the Golden Parachute and Poison Pill. Such factors included,
amongst others the following: gold price volatility; impact of any
hedging activities, including margin limits and margin calls;
discrepancies between actual and estimated production, between actual
and estimated reserves, and between actual and estimated metallurgical
recoveries; mining operational risk; regulatory restrictions, including
environmental regulatory restrictions and liability; risks of sovereign
investment; speculative nature of gold exploration; dilution;
competition; loss of key employees; additional funding requirements;
and defective title to mineral claims or property, as well as those
factors discussed in the section entitled "Risk Factors" in the
Company's Annual Information Form and Form 40-F dated March 31,2008.
We do not expect to update forward-looking statements continually as
conditions change and you are referred to the full discussion of the
Company's business contained in the Company's reports filed with the
securities regulatory authorities in Canada and the U.S.
Eldorado Gold Corporation's shares trade on the Toronto Stock Exchange
(TSX:EDL) and the American Stock Exchange (AMEX:EGO). The TSX has
neither approved nor disapproved the form or content of this release.
Contact:
Nancy E. Woo, Manager Investor Relations
Phone: 604.601.6650 or 1.888.353.8166
Fax: 604.687.4026
Email nancyw@eldoradogold.com
Eldorado Gold Corporation
1188 -- 550 Burrard Street
Vancouver, B.C. V6C 2B5
Web site: www.eldoradogold.com
Request for information packages: laurelw@eldoradogold.com
Associated File:
http://www.eldoradogold.com/i/pdf/08-12.pdf
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Copyright (c) 2008 ELDORADO GOLD CORP. (ELD) All rights reserved. For
more information visit our website at http://www.eldoradogold.com/ or
send mailto:info@eldoradogold.com
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