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Primero Mining to acquire Brigus Gold

2013-12-16 07:22 ET - News Release

Also News Release (C-BRD) Brigus Gold Corp

Mr. Joseph Conway of Primero reports

PRIMERO TO ACQUIRE BRIGUS GOLD AND CREATE A DIVERSIFIED, AMERICAS BASED MID-TIER GOLD PRODUCER

Primero Mining Corp. has entered into an arrangement agreement whereby Primero will acquire all outstanding common shares of Brigus Gold Corp. pursuant to a plan of arrangement to create a diversified, mid-tier gold producer based in the Americas. Please note that all dollar amounts in this news release are expressed in United States dollars unless otherwise indicated.

Pursuant to the arrangement, Primero will acquire each outstanding Brigus common share for 0.175 of a Primero common share. In addition, Brigus shareholders will receive 0.1 of a common share in a newly incorporated company (SpinCo) for each Brigus common share as part of the arrangement. SpinCo will hold Brigus's interests in the Goldfields project in Saskatchewan and the Ixhuatan and Huizopa projects in Mexico and will be capitalized with approximately $10-million (Canadian) in cash. Upon completion of the arrangement, Brigus shareholders will hold, in aggregate, a 90.1-per-cent interest in SpinCo, and Primero will hold the remaining 9.9-per-cent interest in SpinCo. All outstanding options to purchase Brigus common shares will be exchanged for options to purchase Primero common shares based upon the exchange ratio pursuant to the arrangement. Following completion of the arrangement, each outstanding warrant to purchase a Brigus common share will be exercisable to purchase 0.175 of a Primero common share and 0.1 of a SpinCo common share.

The exchange ratio represents 91 Canadian cents per Brigus common share, based on the closing price of Primero common shares ($5.22 (Canadian)) on the Toronto Stock Exchange as at Dec. 13, 2013. This value implies a 43-per-cent premium to Brigus's 20-trading-day volume-weighted average price and a 45-per-cent premium to Brigus's closing price, both as at Dec. 13, 2013, on the Toronto Stock Exchange, before ascribing any value to SpinCo. Upon completion of the arrangement, Brigus will be a wholly owned subsidiary of Primero, and existing Primero shareholders and Brigus shareholders will own approximately 73.4 per cent and 26.6 per cent, respectively, of the outstanding Primero common shares, on a fully diluted in-the-money basis, before ascribing any value to SpinCo. The implied transaction value, before ascribing any value to SpinCo, is approximately $220-million (Canadian).

Highlights of the transaction:

  • Diversified production base:
    • The proposed transaction transforms two single production asset companies into a single entity with operations in geopolitically stable jurisdictions, industry supportive infrastructure and prospective regional geology.
  • Critical production scale:
    • Two producing gold mines with 250,000 gold equivalent ounces to 270,000 gold equivalent ounces in 2014 at below industry average cash costs (1), which could potentially increase to approximately 400,000 ounces in 2017 with the addition of the production from the Cerro del Gallo development project and a further expansion at San Dimas (2).
  • Enhanced market capitalization of approximately $720-million:
    • Expected to appeal to a broader shareholder base, increase analyst coverage and improve share trading liquidity.
  • Leading growth profile:
    • Expected production growth of over 100 per cent from 2013 to 2015, placing the combined company among the leaders of its peer group (1, 2).
  • Solid financial position and cash flow:
    • Sufficient capital to repay all debt and invest in organic growth, plus strong operating cash flow of approximately $760-million over the next five years at current-consensus commodity pricing (1, 2, 3).
  • Leverages technical expertise:
    • Leverages Primero's underground mining technical expertise.
  • Exploration opportunity:
    • Combines two companies with demonstrated exploration upside, close to existing mine infrastructure (see recent exploration updates by both companies).
  • Revaluation opportunity:
    • With diversified production and cash flow, a strong balance sheet, a superior growth profile and a proven operating team, the combined company creates the potential for a rerating to a multiple in line with other mid-tier gold producers.

"This acquisition is immediately accretive to our production and cash flow," stated Joseph Conway, president and chief executive officer. "It also diversifies Primero geographically into a very prospective and proven mining jurisdiction that our team is excited to operate in. Primero has the financial resources to invest in the development and expansion opportunities at the Black Fox mine to realize its full potential. We believe that with further investment, the Black Fox mine will grow and continue to create significant value for shareholders. Primero also has the financial and management resources necessary to advance the adjacent Grey Fox project at the same time as developing the Cerro del Gallo project in Mexico. Furthermore, this transaction represents an opportunity for Brigus shareholders to participate in the tremendous potential of the combined company."

"We are pleased to be combining with another established producer to diversify and build our financial strength and technical expertise while, at the same time, unlocking value for Brigus shareholders. Brigus shareholders will benefit from Primero's strong balance sheet and cash flow, enabling further investment in the Black Fox mine to realize its full potential and the advancement of the Grey Fox project. The combined company will also benefit from improved market liquidity and Primero's proven management team with a demonstrated track record of successfully growing precious metals mining companies," stated Wade Dawe, chairman and chief executive officer of Brigus.

The combined company is expected to provide Primero and Brigus shareholders with the following benefits:

Benefits for Primero shareholders:

  • Adds a high-quality producing gold mine in a proven and mining-friendly jurisdiction;
  • Diversifies production with over 100,000 gold equivalent ounces per year, an approximately 65-per-cent increase in expected 2014 production, at below industry average cash costs (4);
  • Significantly increases reserves and measured and indicated resources;
  • Leverages Primero's underground mining technical expertise;
  • Provides accretive production and cash flow (2);
  • Improves market presence and provides a multiple rerating opportunity as a mid-tier producer with a proven operating team, a superior growth profile and significant exploration upside.

Benefits for Brigus shareholders:

  • Attractive premium for Brigus shareholders, representing 45 per cent to the closing price and 43 per cent to the 20-trading-day VWAP of Brigus common shares both as at Dec. 13, 2013, on the Toronto Stock Exchange;
  • Immediate exposure to financial resources sufficient to repay debt and invest in the Black Fox mine, as well as finance further growth opportunities, including the Grey Fox and Cerro del Gallo projects;
  • Accretive on a net-asset-value basis;
  • Improves market presence and provides a multiple rerating opportunity as a mid-tier producer with a proven operating team, a superior growth profile and significant exploration upside;
  • Allows continuing shareholder participation in non-Ontario exploration assets through 90.1-per-cent ownership of SpinCo.

Transaction summary

The proposed transaction will be completed pursuant to a court-approved plan of arrangement and will require approval by at least 66-2/3 per cent of the votes cast by the shareholders of Brigus at a special meeting. The issuance of Primero common shares in connection with the proposed transaction will require the approval of a majority of the shareholders of Primero voting at a special meeting. Goldcorp Inc., which holds approximately 27 per cent of the outstanding Primero common shares, has agreed to vote in favour of the proposed transaction. The directors and senior officers of each of Primero and Brigus have also entered into support agreements pursuant to which they have agreed to vote in favour of the proposed transaction. It is anticipated that the shareholder meetings will be held in February, 2014. Full details of the proposed transaction will be included in management information circulars to be mailed to the shareholders of Primero and Brigus as soon as practicable.

In addition to shareholder and court approvals, the proposed transaction will be subject to applicable regulatory approvals and the satisfaction of certain other customary conditions. The arrangement agreement includes customary provisions, including mutual covenants not to solicit other acquisition proposals, mutual rights to match any superior proposal and reciprocal termination fees payable in certain circumstances.

The boards of directors of Primero and Brigus have each determined that the proposed transaction is in the best interests of their respective company and fair to their respective shareholders, having taken into account advice of their financial advisers, and have unanimously approved the execution of the arrangement agreement. Each of the Brigus and the Primero boards of directors will recommend that their respective shareholders vote in favour of the proposed transaction. Scotiabank has provided an opinion to the board of directors of Primero that the consideration to be paid by Primero in connection with the proposed transaction is fair, from a financial point of view, to Primero. Brigus formed a special committee of independent directors to consider the proposed transaction. Cormark Securities Inc. has provided an opinion to the board of directors of Brigus that the consideration to be received by Brigus shareholders in connection with the proposed transaction is fair, from a financial point of view, to Brigus shareholders.

A change-of-control offer will be made for Brigus's outstanding 6.5-per-cent convertible senior unsecured debentures in accordance with the trust indenture dated March 23, 2011. During the 30-day period following the effective date of the arrangement, debenture holders will receive notice stating that a change of control has occurred, along with an offer to purchase the debentures at 100 per cent of the principal amount plus accrued and unpaid interest on the date that is 30 business days following delivery of the debenture change of control notice.

A change-of-control offer will be made for Brigus's outstanding senior secured term notes in accordance with the senior secured facility agreement dated Oct. 29, 2012. During the 10-day period following the effective date of the arrangement, holders will receive notice stating that a change of control has occurred, along with an offer to purchase the notes at 105 per cent of the principal amount plus accrued and unpaid interested on the date that is 20 days following delivery of the note change-of-control notice.

Advisers and counsel

Primero has retained BMO Capital Markets to act as financial adviser and Stikeman Elliott LLP to act as legal adviser. Primero's board of directors has retained Scotiabank to act as financial adviser and provide a fairness opinion.

Brigus has retained Primary Capital Inc. and Cormark Securities Inc. to act as financial advisers, and Fogler, Rubinoff LLP to act as legal adviser. Fasken Martineau DuMoulin LLP is acting as legal counsel to the special committee of Brigus's board of directors.

Kingsdale Shareholder Services Inc. has been retained by Primero and Brigus as the information agent and proxy solicitor in connection with the proposed transaction.

Conference call and webcast

A conference call with management from both companies is scheduled for today, Monday, Dec. 16, 2013, at 10 a.m. (ET), to discuss the proposed transaction. Participants may join the call by dialling North America toll-free 1-866-229-4144 or 1-514-841-2162 for calls outside Canada and the U.S. and entering the participant passcode 9447541 followed by the pound sign.

A recorded playback of the call will be available until March 15, 2014, by dialling North America toll-free 1-888-843-7419 or 1-630-652-3042 for calls outside Canada and the U.S. and entering the passcode 9447541 followed by the pound sign.

A live and archived webcast of the conference call will also be available at the companies' websites and elsewhere on-line.

Shareholders with questions can contact Kingsdale Shareholder Services Inc. North American toll-free 1-866-228-2532.

For more details about the transaction please refer to the investor presentation on Primero's website.

  1. Based on both companies' publicly disclosed production estimates; gold equivalent ounces include silver and copper production converted to a gold equivalent based on consensus-estimated commodity prices; accounts for the San Dimas silver purchase agreement;
  2. Assumes San Dimas operates at least at 2,500 tonnes per day from first-quarter 2014; 100-per-cent ownership of Cerro Del Gallo; and that it begins production at the end of 2015, with full-year production estimated at 95,000 gold equivalent ounces from 2016; and Primero management estimates for Black Fox production, based on 2,200-tonne-per-day to 2,300-tonne-per-day operation;
  3. Consensus commodity prices include $1,350 per ounce in 2014, $1,397.50 per ounce in 2015, $1,375 per ounce in 2016, $1,350 per ounce in 2017, $1,300 per ounce long term and a 63:1 gold:silver ratio; includes recent tax reforms in Mexico;
  4. Based on both companies' publicly disclosed production estimates.

We seek Safe Harbor.

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