22:01:50 EDT Sun 28 Apr 2024
Enter Symbol
or Name
USA
CA



Hudbay Minerals Inc
Symbol HBM
Shares Issued 262,053,610
Close 2023-06-02 C$ 6.40
Market Cap C$ 1,677,143,104
Recent Sedar Documents

Hudbay, Copper Mtn receive proxy support for deal

2023-06-02 09:27 ET - News Release

Also News Release (C-CMMC) Copper Mountain Mining Corp

Ms. Candace Brule reports

INDEPENDENT PROXY ADVISORY FIRMS, ISS AND GLASS LEWIS, SUPPORT HUDBAY'S PLAN OF ARRANGEMENT WITH COPPER MOUNTAIN AND RECOMMEND SHAREHOLDERS VOTE "FOR"

Institutional Shareholder Services Inc. (ISS) and Glass, Lewis & Co. LLC (Glass Lewis) have recommended that shareholders vote for the previously announced transaction whereby Hudbay Minerals Inc. will acquire all of the issued and outstanding common shares of Copper Mountain Mining Corp., pursuant to a court-approved plan of arrangement under the Business Corporations Act (British Columbia).

Both ISS and Glass Lewis are leading independent proxy advisory firms which, among other services, provide proxy voting recommendations to pension funds, investment managers, mutual funds and other institutional shareholders. The recommendations are consistent for both Hudbay and Copper Mountain resolutions in connection with their respective special meetings of shareholders scheduled to be held on June 13, 2023.

In reaching its recommendation, ISS stated the following for Hudbay, "Vote for this resolution as the transaction is expected to be accretive to the company's NAV [net asset value] per share, generate meaningful operational and cost synergies, provide scale and diversification benefits, and could result in a potential valuation rerating."

In its Copper Mountain report, ISS says, "The transaction makes strategic sense, as it will result in a combined company with increased size, scale and diversification of production, development and exploration assets." Permission to use quotations from the ISS report was neither sought nor obtained.

On May 18, 2023, Hudbay and Copper Mountain filed a joint management information circular and related meeting materials (collectively with the circular, the meeting materials) in connection with their respective special meetings of shareholders scheduled to be held on June 13, 2023. The meeting materials are available on SEDAR under each company's profile, under Hudbay's profile on EDGAR, under Copper Mountain's profile on the Australian Securities Exchange, on Hudbay's website and on Copper Mountain's website, and have been mailed to shareholders of both Hudbay and Copper Mountain. Shareholders are encouraged to review the meeting materials prior to voting on the transaction.

Proxy voting deadline

Shareholders are reminded that the board of directors of each of Hudbay and Copper Mountain unanimously approved the transaction and recommend that each of their respective shareholders vote for the transaction ahead of the proxy voting deadlines below:

  • Hudbay shareholders:
    • Friday, June 9, 2023, at 10:30 a.m. ET.
  • Copper Mountain common share and CDI holders:
    • Common shareholders: Friday, June 9, 2023, at 9 a.m. PT;
    • CDI holders: Wednesday, June 7, 2023, at 5 p.m. AWST.

The transaction

The transaction involves a proposed acquisition by Hudbay of all of the issued and outstanding Copper Mountain shares (other than Copper Mountain shares held by dissenting Copper Mountain shareholders, if any) in exchange for Hudbay shares, by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia). Under the transaction, each Copper Mountain shareholder (other than any dissenting Copper Mountain shareholders) will receive 0.381 of a Hudbay share for each Copper Mountain share or Copper Mountain CDI held. If the transaction is completed, Copper Mountain will become a wholly owned subsidiary of Hudbay.

The consideration to be received by Copper Mountain shareholders represents a premium of approximately 23 per cent based on the 10-day volume-weighted average price of the Hudbay shares and Copper Mountain shares on the Toronto Stock Exchange on April 12, 2023, the last trading day prior to the announcement of the transaction.

In addition to shareholder approvals, the transaction is subject to final court approval and the satisfaction of certain other customary closing conditions for transactions of this nature. The Toronto Stock Exchange has conditionally approved the listing of the Hudbay common shares to be issued in connection with the transaction, and the requisite regulatory approval for the transaction under the Competition Act (Canada) has been obtained. It is currently anticipated that the effective date of the transaction will occur on or about June 20, 2023.

Shareholder questions and assistance with voting:

  • Hudbay shareholders: If you have any questions or need assistance voting, you can contact Kingsdale Advisors at 1-866-581-1571 (toll-free in North America) or 1-416-623-2514 (collect outside North America), or by e-mail at contactus@kingsdaleadvisors.com. To keep current with and obtain information about voting your shares, please visit the Hudbay POA (plan of arrangement) website.
  • Copper Mountain shareholders: If you have any questions or need assistance voting, you can contact Kingsdale Advisors at 1-855-682-2031 (toll-free in North America) or 1-416-623-4172 (collect outside North America), or by e-mail at contactus@kingsdaleadvisors.com. To keep current with and obtain information about voting your shares, please visit the Copper Mountain POA website.

About Hudbay Minerals Inc.

Hudbay is a diversified mining company with long-life assets in North and South America. The company's Constancia operations in Cusco (Peru) produce copper with gold, silver and molybdenum byproducts. Its Snow Lake operations in Manitoba (Canada) produce gold with copper, zinc and silver byproducts. Hudbay has an organic pipeline that includes the Copper World project in Arizona and the Mason project in Nevada (United States), and its growth strategy is focused on the exploration, development, operation and optimization of properties it already controls, as well as other mineral assets it may acquire that fit its strategic criteria. Hudbay's mission is to create sustainable value through the acquisition, development and operation of high-quality, long-life deposits with exploration potential in jurisdictions that support responsible mining, and to see the regions and communities in which the company operates benefit from its presence.

About Copper Mountain Mining Corp.

Copper Mountain owns 75 per cent of the Copper Mountain mine, which is located in Southern British Columbia near the town of Princeton. The Copper Mountain mine produces approximately 100 million pounds of copper equivalent on average per year.

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