Past year: ▲ 24%(73.0c – 3.09 USD)
Each one in plain English, with the numbers worked through for a shareholder.
5 June 2009listing compliance notice● NeutralMajor
The company reported that the New Gold plan of arrangement was completed on June 1, 2009: New Gold acquired all Western Goldfields common shares, each exchanged for one New Gold common share plus CDN$0.0001 in cash (less any withholding taxes). NYSE Amex suspended trading on June 2 and filed to delist the shares, effective June 12, 2009. This resolves the deal agreed in March 2009 and ends shareholders' holding in Western Goldfields itself.
2 June 2009listing compliance notice● Neutral
NYSE Amex told the SEC on June 2, 2009 that it will remove Western Goldfields common stock from listing effective June 12, 2009. The exchange says that on June 1, 2009 the shares came to represent other securities in their place (or a right to immediate cash), and trading was suspended June 2. This follows the New Gold takeover and means the shares no longer trade as Western Goldfields stock.
29 May 2009business combination● Neutral
On May 22, 2009 the company and New Gold amended the plan of arrangement so that a merger step involving New Gold Subco and Western Goldfields will not occur. The parties say the deal will not have the U.S. federal income tax consequences described in the original agreement. The one-for-one share swap plus CDN$0.0001 is not stated to change. This continues the March 2009 deal; the filing does not say what the tax change means for U.S. holders beyond that statement.
10 Mar 2009business combination● NeutralMajor
On March 4, 2009 the company signed a deal (dated March 3) for New Gold Inc. to acquire all of its shares by plan of arrangement. Each Western Goldfields share would get one New Gold share plus CDN$0.0001 in cash. Both boards back it; it needs a two-thirds vote of Western shares voted, a majority of New Gold's vote, court and regulatory approval, with meetings planned for May 2009 and closing expected at the end of May 2009. Officers and directors holding 6.2% have agreed to vote in favour. A CDN$8.8 million termination payment applies in certain circumstances. Options and warrants convert into New Gold equivalents. If completed, holders become New Gold shareholders rather than holders of the Ontario company.
7 Nov 2007listing compliance notice▲ GoodMajor
the American Stock Exchange certified Western Goldfields Inc.'s securities for listing, clearing them to begin trading.
12 Oct 2007capital raising announcement● NeutralMajor
On October 12, 2007 the company completed a private sale of 11,316,000 new common shares at Cnd$3.05 each, raising Cnd$34,513,800 before costs. Sales were to non-U.S. buyers and qualified institutional buyers, with a commission of Cnd$0.1525 per share paid. This is the first new financing seen in the filings and adds shares to the existing base, so existing holders are diluted by that amount. The filing does not say what the money is for.
What it means for a shareholder
11.3m new shares at about $3.05 to raise about $34.5m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
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21 Sept 2007auditor change● Neutral
HJ & Associates resigned as the company's auditor on September 19, 2007, and the board appointed PricewaterhouseCoopers LLP on September 21, 2007 on the audit committee's recommendation. The filing says HJ's reports for 2005 and 2006 were unqualified and there were no disagreements. This replaces HJ, which shareholders had been asked to approve as 2007 auditor at the June 2007 meeting. The filing gives no reason for the resignation.
10 Aug 2007business combination● Neutral
A routine follow-up to the June 29, 2007 move to Ontario: the Ontario company states it is the successor issuer to the Idaho company for U.S. reporting purposes, with its common shares deemed registered under Section 12(g) of the Exchange Act. No new business or financial information.
6 July 2007security holder rights change● NeutralMajor
The reorganization proposed in the earlier filings was completed: effective June 29, 2007, Western Goldfields moved from Idaho to Ontario after shareholders approved it on June 19, 2007. Existing share certificates are now treated as the same number of shares of the Ontario company (Western Goldfields Inc.). On the same day the company signed a rights agreement with Computershare Investor Services Inc., implementing the shareholder rights plan that was put to the vote. The merger was carried out via Nevada and Idaho articles of merger.
14 May 2007business combination● Neutral
Amendment No. 2 to the filing sets the dates for the Idaho-to-Ontario reorganization vote: shareholder meeting on June 19, 2007 in Toronto, record date May 14, 2007, with the proxy materials dated May 18, 2007. The board recommends voting for the merger, the rights plan, option plan changes, five directors and HJ & Associates, LLC as auditor. Shares would convert one-for-one.
24 Apr 2007business combination● Neutral
Amendment No. 1 to the filing for the Idaho-to-Ontario move. The text shown carries the same proposals as the original; the visible change is that the benefit about easier access to Canadian and U.S. capital markets is no longer listed among the board's stated advantages (growth through acquisitions and a higher Canadian profile remain). Meeting date and record date are still blank.
27 Mar 2007business combination● NeutralMajor
Western Goldfields, Inc. filed a registration statement (Form S-4) proposing to move its place of incorporation from Idaho to Ontario, Canada. Each existing share would automatically become one share of the new Ontario company, so a shareholder's relative ownership would not change. The filing says the board's aim is easier access to capital markets and faster approval of acquisitions. It also registers up to 150,000,000 common shares and proposes a shareholder rights plan, stock option plan changes and HJ & Associates, LLC as 2007 auditor. Meeting date and record date are still blank in this draft.
