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This Kirkland Lake ( St. Andrews ( deal again

This KGI buyout of SAS deal got a mention on the blog yesterday but it's kept floating back into my brain all morning, because the more I think about it the more it shows its place as a real tell on the awful state of the market. Here are a few simple numbers to illustrate.

As at the November 16th close (before deal announced):
  • KGI had 80.6m shares out priced at $5.23, therefore a market cap of $421.54m
  • SAS had 368.27m shares out priced at $0.38, therefore a market cap of $139.9m
  • Therefore total market cap: $561.44
According to the deal NR, the Pro Forma of the merged KGI + SAS is that the newco will have 117.6m shares out. As KGI close at $4.63 yesterday, that made the pro forma market cap $544.5m

Can somebody tell me why KGI is paying a 25% premium to SAS's closing price? Or where that $17m just disappeared to, for that matter?