UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT PURSUANT
TO
SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
report (Date of earliest event reported)
March 4,
2009
(Exact
Name of Registrant as Specified in Its Charter)
(State or
Other Jurisdiction of Incorporation)
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000-52757
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98-0544546
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(Commission File
Number)
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(IRS Employer
Identification No.)
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Royal Bank Plaza, South Tower,
200 Bay Street,
Suite 3120, P.O.
Box 167, Toronto, Ontario, Canada
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M4W
3E2
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(Address of
Principal Executive Offices)
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(Zip
Code)
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(Registrant’s
Telephone Number, Including Area Code)
(Former
Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (
see
General Instruction A.2.
below):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01. Entry
into a Material Definitive Agreement.
On March
4, 2009 Western Goldfields Inc. (the “Company” or “Western Goldfields”) and New
Gold Inc. (“New Gold”) entered into a definitive business combination agreement
dated as of March 3, 2009 (the “Agreement”) for the purpose of combining the
ownership of their respective businesses. Under the terms of the
Agreement, New Gold will acquire by way of a plan of arrangement all of the
outstanding common shares of Western Goldfields on the basis of one New Gold
common share and CDN$0.0001 in cash for each common share of Western Goldfields
(the "Transaction"). Upon completion of the Transaction, New Gold
will have approximately 348 million shares outstanding (436 million
fully-diluted).
The board
of directors of both companies have received fairness opinions with respect to
the Transaction consideration and are recommending approval of the Transaction
by their respective shareholders. The board of directors of each of
the Company and of New Gold have unanimously supported the
Transaction. The directors and officers of Western Goldfields holding
an aggregate of 6.2% of the outstanding Western Goldfields common shares and
directors, officers and a shareholder holding an aggregate of 10.7% of the
outstanding New Gold common shares have agreed to support the Transaction by
entering into agreements to vote in favor of the Transaction.
The
Transaction is subject to regulatory approvals, court approval and obtaining a
minimum two-thirds approval of those shares voted at a special meeting of the
shareholders of Western Goldfields and majority approval at a special meeting of
the shareholders of New Gold. The Transaction has been structured as
a plan of arrangement under the
Business Corporations Act
(Ontario). The parties expect to complete and mail the joint
information circular in April 2009 and plan to hold the special meetings in May
2009. The Transaction is expected to close at the end of May
2009.
The
Agreement includes a commitment by each of New Gold and Western Goldfields not
to solicit alternative transactions to the proposed Transaction. In
certain circumstances, if a party terminates the definitive agreement to enter
into an agreement to effect an acquisition proposal that is different from the
Transaction, then such party is obligated to pay to the other party, as a
termination payment, an aggregate amount equal to CDN$8.8 million. Each party
has also been provided with certain other rights, representations and warranties
and covenants customary for a transaction of this nature, and each party has the
right to match competing offers made to the other party. All
in-the-money options to acquire common shares of Western Goldfields held by
officers and directors of Western Goldfields shall be exercised or surrendered
prior to the effective time of the Transaction.
At the
effective time of the Transaction, (i) each outstanding common share of Western
Goldfields, held by a non-dissenting shareholder (and other shareholders who
have elected and qualify to transfer shares of a holding company which owns
shares of Western Goldfields, in accordance with the Agreement), shall be
transferred to New Gold in consideration for one New Gold common share and
CDN$0.0001, (ii) each outstanding Western Goldfields option shall be exchanged
for a New Gold option with the same terms and conditions as such Western
Goldfields option except that it shall be exercisable for New Gold common
shares, (iii) except in certain circumstances, each Western Goldfields warrant
shall be exchange for a warrant issued by New Gold which shall have the same
terms and conditions as such Western Goldfields warrant except that it shall be
exercisable for New Gold common shares and (iv) each common share of Western
Goldfields held by a dissenting shareholder shall be transferred to New Gold in
consideration for the right to receive an amount determined in accordance with
the Agreement and the
Ontario
Business Corporations Act (Ontario)
.
The foregoing summary of the Agreement
does not purport to be complete and is subject to, and qualified in its entirety
by, the full text of the Agreement, attached as Exhibit 99.1 hereto and
incorporated herein by reference.
Item
8.01. Other
Events.
On March 4, 2009, Western Goldfields
Inc. delivered, in connection with the business combination agreement between
New Gold Inc. and Western Goldfields Inc., a disclosure memorandum to New Gold
Inc., attached hereto as Exhibit 99.2, which is incorporated by reference
herein.
On March 4, 2009, New Gold Inc.
delivered, in connection with the business combination agreement between New
Gold Inc. and Western Goldfields Inc., a disclosure memorandum to Western
Goldfields Inc., attached hereto as Exhibit 99.3, which is incorporated by
reference herein.
Item
9.01. Financial
Statements and Exhibits.
(d)
Exhibits
.
99.1 Business
Combination Agreement between New Gold Inc. and Western Goldfields Inc. dated as
ofMarch 3, 2009.
99.2 Western
Goldfields Disclosure Memorandum dated as of March 3, 2009.
99.3 New
Gold Disclosure Memorandum dated as of March 3, 2009.
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
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Western Goldfields
Inc.
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Date:
March 10, 2009
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By:
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/s/ Brian
Penny
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Name:
Brian Penny
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Title:
Chief Financial Officer
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