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HudBay Minerals Inc
Symbol HBM
Shares Issued 193,008,376
Close 2014-03-13 C$ 8.21
Market Cap C$ 1,584,598,767
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HudBay Minerals extends Augusta offer to April 2

2014-03-14 12:11 ET - News Release

Mr. David Garofalo reports

HUDBAY EXTENDS OFFER TO AUGUSTA SHAREHOLDERS AND WAIVES MINIMUM TENDER CONDITION

HudBay Minerals Inc. has extended its offer to acquire all of the outstanding shares of Augusta Resource Corp. not already owned by HudBay until 5 p.m. (Toronto time) on April 2, 2014, and waived the offer's minimum tender condition. Augusta shareholders who tender will be entitled to receive 0.315 of a HudBay common share for each Augusta common share held, which represents a 62-per-cent premium based on the 20-day volume-weighted average share prices of HudBay and Augusta for the period ending Feb. 7, 2014, the last trading day before HudBay's announcement of its intention to make the offer.

The waiver of the minimum tender condition affords all Augusta shareholders the opportunity to accept the offer, which would not otherwise have been possible if, as Augusta asserts, directors, officers and a small group of unnamed shareholders intended to frustrate the offer to the detriment of other shareholders by not tendering their shares and preventing the minimum tender condition from being met.

"We continue to believe our offer is the most compelling choice for Augusta shareholders, and we strongly encourage Augusta shareholders to tender their shares. Contrary to Augusta's assertion, there is no reasonable prospect that Augusta will be able to commence construction of the Rosemont project in the middle of 2014," said David Garofalo, HudBay's president and chief executive officer. "Augusta's near-term financial constraints make it highly unlikely that they can complete the required engineering by that time, and, in any event, they will not have funds available to start construction until all permitting and legal challenges to the project's development have been resolved."

The offer continues to be for all of the outstanding Augusta shares and is not subject to any due diligence, financing or shareholder vote conditions. Any and all Augusta shares tendered will be taken up and accepted for payment following expiry of the offer, regardless of how many Augusta shares are tendered, assuming the satisfaction or waiver of the remaining customary conditions. HudBay plans to submit an application to the British Columbia Securities Commission to cease trade the Augusta shareholder rights plan in due course. HudBay intends to acquire all of the outstanding Augusta shares, including, as necessary, through a compulsory acquisition or subsequent acquisition transaction and, in any event, to exercise all of its rights as an Augusta shareholder to help realize the full potential of the Rosemont project.

A notice of variation and extension has been filed with the Canadian and U.S. securities regulatory authorities, and will be available for review on their respective websites. The notice of variation and extension is also being mailed to Augusta shareholders in accordance with applicable securities laws.

How to tender

Augusta shareholders that have already deposited to the offer should not withdraw their shares as deposits are still valid for acceptance until 5 p.m. (Toronto time) on April 2, 2014. HudBay encourages Augusta shareholders to read the full details of the offer set forth in the takeover bid circular and accompanying offer documents, including the notice of extension and variation to be mailed to Augusta shareholders, which contain detailed instructions on how Augusta shareholders can tender their Augusta common shares to the offer. For assistance in depositing Augusta common shares to the offer, Augusta shareholders should contact the depositary for the offer, Equity Financial Trust Company, at 1-866-393-4891 (North American toll-free) or 416-361-0930, extension 205 (outside North America), or by e-mail; or the information agent for the offer, Kingsdale Shareholder Services, at 1-866-229-8874 (North American toll-free) or 1-416-867-2272 (outside North America), or by e-mail.

About the offer

The offer is for all of the issued and outstanding common shares of Augusta not already owned by HudBay, including any common shares of Augusta that may become issued and outstanding after the date of the offer but before 5 p.m. (Toronto time) on April 2, 2014, upon the exercise, exchange or conversion of any securities of Augusta exercisable or exchangeable for, convertible into or otherwise conferring a right to acquire, any common shares of Augusta or other securities of Augusta, including, without limitation, any option, warrant or convertible debenture, together with the associated rights issued under Augusta's shareholder rights plan agreement dated as of April 18, 2013, between Augusta and Computershare Investor Services Inc. HudBay currently owns 23,058,585 common shares of Augusta, representing approximately 16 per cent of the issued and outstanding common shares of Augusta. In accordance with U.S. tender offer rules, HudBay discloses that as of 5 p.m. on March 13, 2014, 242,404 Augusta shares had been tendered to and not withdrawn from the offer, which is not surprising to HudBay in light of Augusta's assertion that the intended actions of a small group of shareholders will frustrate the offer as originally structured.

The offer is open for acceptance until 5 p.m. (Toronto time) on April 2, 2014, unless it is further extended. The offer is subject to customary conditions, including receipt of all necessary regulatory approvals, no material adverse change in Augusta, and Augusta's shareholder rights plan being waived, invalidated or cease traded. No Augusta shares can be taken up under the offer until all such conditions have been satisfied or waived. HudBay has not yet applied to the applicable securities commission for an order to cease trade the rights plan. The offer is not subject to the approval of HudBay's shareholders, is not subject to any financing or due diligence conditions, and is not subject to a minimum number of shares having been deposited and not withdrawn.

The full details of the offer are set out in the offer documents, which HudBay has filed with the Canadian securities regulatory authorities. HudBay has also filed a registration statement on Form F-10, which contains a prospectus relating to the offer, and a tender offer statement on Schedule TO with the Securities and Exchange Commission. This news release is not a substitute for the offer documents, the prospectus, the registration statement or the schedule. Augusta shareholders and other interested parties are urged to read these documents, all documents incorporated by reference, all other applicable documents and any amendments or supplements to any such documents when they become available, because each will contain important information about HudBay, Augusta and the offer. Materials filed with the Canadian securities regulatory authorities are available electronically without charge at the SEDAR website. Materials filed with the SEC are available electronically without charge at the SEC's website. All such materials may also be obtained without charge at HudBay's website, or by directing a written or oral request to the information agent for the offer, Kingsdale Shareholder Services, at 1-866-229-8874 (North American toll-free) or 1-416-867-2272 (outside North America), or by e-mail; or to the vice-president, legal, and corporate secretary of HudBay at 25 York St., Suite 800, Toronto, Ont., telephone 416-362-8181.

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