Western Goldfields Inc. company history: the story so far

History

Western Goldfields moved from Idaho to Ontario, raised Cnd$34.5 million in 2007, then was bought by New Gold in June 2009 and delisted.

2007: Moving to Ontario and raising money

In March 2007 Western Goldfields filed to move its place of incorporation from Idaho to Ontario, Canada. The board said the aim was easier access to capital markets and faster approval of acquisitions. Each existing share would automatically become one share of the new Ontario company, so shareholders' relative ownership would not change. The plan also proposed a shareholder rights plan and HJ & Associates, LLC as 2007 auditor.

Shareholders approved the move on June 19, 2007, and it took effect on June 29. A rights agreement with Computershare Investor Services Inc. was signed in the same period. In October the company completed a private sale of 11,316,000 new shares at Cnd$3.05 each, raising Cnd$34,513,800 before costs, with a commission of Cnd$0.1525 per share. That added shares to the base and diluted existing holders. The filing did not say what the money was for. In November 2007 the American Stock Exchange certified the company's securities for listing, clearing them to begin trading.

2009: Sale to New Gold

The record is quiet for 2008. In March 2009 the company signed a deal for New Gold Inc. to acquire all its shares by plan of arrangement. Each share would receive one New Gold share plus CDN$0.0001 in cash. Both boards backed it, and officers and directors holding 6.2% agreed to vote in favour. It needed a two-thirds vote of Western shares voted, approval from New Gold holders, and court and regulatory approval. A CDN$8.8 million termination payment applied in certain circumstances.

The arrangement was completed on June 1, 2009. NYSE Amex suspended trading on June 2 and filed to delist the shares, effective June 12, 2009. As of June 5, 2009, Western Goldfields' shareholders no longer held shares in the company itself; they held New Gold shares.

Written from the 6 story beats below (2007 to 5 June 2009), which come from the company's own announcements and filings.

Beat by beat

The events that changed the company's story, in plain English, each written against everything known about the company at the time. The dot shows whether it was good, bad or neutral for shareholders.

2009

5 June
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.
listing compliance notice
10 Mar
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.
business combination

2007

7 Nov
the American Stock Exchange certified Western Goldfields Inc.'s securities for listing, clearing them to begin trading.
listing compliance notice
12 Oct
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.
capital raising announcement
6 July
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.
security holder rights change
27 Mar
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.
business combination