Filed by First Quantum Minerals Limited pursuant to
Rule 425 under the Securities Act of 1933
Subject Company: Inmet Mining Corporation
Commission file no.: 333-185937
|
|
|
|
|
NEWS RELEASE
13-10
February 27, 2013
www.first-quantum.com
|
FIRST QUANTUM MINERALS ANNOUNCES
EXTENSION OF OFFER FOR INMET COMMON SHARES
First Quantum Minerals Ltd. (First Quantum or the Company, TSX Symbol
FM, LSE Symbol FQM)
today announced that it has extended its offer (the Offer) to acquire all of the outstanding shares of Inmet Mining Corporation (Inmet, TSX Symbol IMN) by delivering
written notice of such extension to Computershare Investor Services Inc., in its capacity as depositary for the Offer. The Offer will now be open for acceptance until 11:59 p.m. (Eastern Daylight Time) on March 11, 2013, unless further extended
or withdrawn.
A Notice of Variation and Extension has been filed with the Canadian securities regulators and will be available for review at
www.sedar.com. The Notice of Variation and Extension is also being mailed to Inmet shareholders in accordance with applicable Canadian securities laws.
The Offer has been further extended to allow additional time for satisfaction of all conditions of the Offer, including receipt of
Investment Canada Act
approval. As previously disclosed, on February 7, 2013, First Quantum received an advance ruling certificate in respect of the Offer from the Commissioner of Competition under Canadas
Competition Act
, satisfying a condition of
the Offer relating
to Competition Act
approval. On February 21, 2013, First Quantum also received notification from the Turkish Competition Authority that its Competition Board had authorized the transactions contemplated by the Offer.
On February 25, 2013, First Quantum received written notification from the Deputy Director of Investments of Industry Canada that the period for the Ministers consideration of First Quantums application for review of the Offer under
the
Investment Canada Act
was being extended for a further period of 30 days. A decision by the Minister to approve the Offer may be made at any time during the extended 30-day period.
First Quantum also confirmed today, in response to Inmets press release of February 26, 2013, that, on February 17, 2013, First Quantum and Inmet entered into Non-Disclosure Agreements providing for
the exchange of confidential business information. Since then, each of First Quantum and Inmet has been conducting a due diligence review of the others business. The terms of the Non-Disclosure Agreements prevent First Quantum from disclosing
details regarding the results of its due diligence review.
On February 25, 2013, First Quantum re-confirmed to the Board of Directors of Inmet its
Offer to acquire all of the outstanding Inmet common shares for consideration per share of, at the election of each holder of Inmet shares: (i) C$72.00 in cash; or (ii) 3.2967 common shares of First Quantum; or (iii) C$36.00 in cash
and 1.6484 common shares of First Quantum, subject, in each case, to pro ration as set forth in the Offer.
Commenting upon the extension and on the
grant by Inmet of due diligence access to First Quantum, Mr. Philip Pascall, CEO and Chairman of First Quantum, said:
Approval
under the Investment Canada Act, which is a condition of our Offer, remains outstanding. We are hopeful that the approval will be received shortly.
We valued the opportunity provided to us by the Inmet Board for a Cobre Panama site tour and to conduct a detailed due diligence review, including having full
access to key personnel and to Inmets virtual data room. Following such access and having largely concluded our detailed review of Inmets business, we have re-confirmed our Offer to the Inmet Board.
We now look forward to the remaining conditions of our Offer being satisfied as soon as possible.
|
|
|
First Quantum Minerals Ltd.
|
|
13-10
|
Advisors and Information Agent
First Quantum has engaged Jefferies International, Goldman, Sachs & Co., and RBC Capital Markets to act as its financial advisors in connection with the Offer. Fasken Martineau DuMoulin LLP is acting as
legal counsel to First Quantum in connection with the Offer.
Georgeson Shareholder Communications Canada, Inc. has been retained as information agent
for the Offer. Shareholders may contact Georgeson at:
Toll Free (North America): 1-866-656-4120
Outside North America Call Collect: 1-781-575-2421
Email: askus@georgeson.com
About First Quantum
First Quantum is a leading international mining company with a global portfolio of copper and nickel assets located in Africa, Australia, South America and Europe. For the twelve months ended 30 September
2012, First Quantum generated revenue and adjusted EBITDA of US$2,743 million and US$1,014 million respectively and produced 290 kt of copper, 32 kt of nickel and 181 koz of gold. A diverse portfolio of profitable operating assets and quality growth
projects makes First Quantum one of the fastest-growing mining companies in the world. For the 12 months ended 31 December 2012, First Quantum produced 307 kt of copper, 37 kt of nickel and 202 koz of gold. First Quantum is listed on the
Toronto, London and Lusaka Stock Exchanges, with a market capitalization of approximately US$9 billion.
First Quantum has earned a strong reputation as
an industry leading developer of high-quality base metals projects globally. Although a significant copper producer currently, First Quantum is itself in a phase of transformational growth, with an anticipated tripling of copper production by the
end of 2018. To achieve this growth, the First Quantum team is building on its significant experience in project development, with a proven record of successfully developing resource assets. The capital intensity of our Kansanshi and Sentinel
developments, for example, at approximately US$5,000 / tonne and US$6,000 / tonne, respectively, are among the lowest in the industry. Importantly, First Quantum has consistently delivered superior shareholder returns, averaging 32 percent per annum
over the period 2000 to 2011.
Forward Looking Information
Certain statements and information in this press release, including all statements that are not historical facts, contain forward-looking statements and forward-looking information within the meaning of applicable
securities laws. Such forward-looking statements or information include but are not limited to statements or information with respect to the anticipated completion of the proposed Offer and the anticipated strategic and operational benefits of the
Offer. Often, but not always, forward-looking statements or information can be identified by the use of words such as plans, expects or does not expect, is expected, budget,
scheduled, estimates, forecasts, intends, projects, anticipates or does not anticipate or believes or variations of such words and phrases or statements
that certain actions, events or results may, could, would, might or will be taken, occur or be achieved.
With respect to forward-looking statements and information contained in this press release, First Quantum has made numerous assumptions including, among other things, assumptions about the price of copper, gold,
cobalt, nickel, PGE, and sulphuric acid, and other anticipated costs and expenditures. Although management of First Quantum believes that the assumptions made and the expectations represented by such statements or information are reasonable, there
can be no assurance that any forward-looking statement or information herein will prove to be accurate. Forward-looking statements and information by their nature involve known and unknown risks, uncertainties and other factors which may cause our
actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. These risks, uncertainties and
other factors include, but are not limited to, uncertainties surrounding the ability to realize operational synergies following completion of the Offer, reliance on Inmets publicly available information which may not fully identify all risks
related to its performance, success in integrating the retail distribution systems, and the integration of
|
|
|
First Quantum Minerals Ltd.
|
|
13-10
|
supply chain management processes, future production volumes and costs, costs for inputs such as oil, power and sulphur, political
stability in Zambia, Peru, Mauritania, Finland, Turkey, Spain, Panama and Australia, adverse weather conditions in any of the foregoing countries, labour disruptions, mechanical failures, water supply, procurement and delivery of parts and supplies
to the operations, and the production of off-spec material.
See First Quantums annual information form for additional information on risks,
uncertainties and other factors relating to the forward-looking statements and information. Although we have attempted to identify factors that would cause actual actions, events or results to differ materially from those disclosed in the
forward-looking statements or information, there may be other factors, many of which are beyond the control of First Quantum, that might cause actual results, performances, achievements or events to differ from those anticipated, estimated or
intended. Accordingly, readers should not place undue reliance on forward-looking statements or information.
While First Quantum may elect to update
the forward-looking statements at any time, First Quantum does not undertake to update them at any particular time or in response to any particular event, other than as may be required by applicable securities laws. Investors and others should not
assume that any forward-looking statement in this press release represent managements estimate as of any date other than the date of this press release.
Other
This press release does not constitute an offer to buy or an invitation to sell, or the solicitation of
an offer to buy or invitation to sell, any of the securities of First Quantum or Inmet. Such an offer may only be made pursuant to an offer and take-over bid circular filed with the securities regulatory authorities in Canada.
First Quantum has also filed with the U.S. Securities and Exchange Commission (SEC) a Registration Statement, which includes the offer and take-over
bid circular relating to its offer to Inmet shareholders. FIRST QUANTUM URGES INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION STATEMENT, THE OFFER AND TAKE-OVER BID CIRCULAR AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC AND
CANADIAN SECURITIES REGULATORY AUTHORITIES, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors may obtain a free copy of the offer and take-over bid circular and other documents filed by First Quantum with the Canadian securities regulators at
www.sedar.com and with the SEC at the SECs website at www.sec.gov. The offer and take-over bid circular and other documents may also be obtained free of charge from First Quantums website at www.first-quantum.com or upon request made to
First Quantum at 8th Floor, 543 Granville Street, Vancouver, British Columbia V6C 1X8.
For further information visit our web site
at
www.first-quantum.com
North American contact: Sharon Loung, Director, Investor Relations
Tel: (647) 346-3934 Fax: (604) 688-3818 Toll Free: 1 (888) 688-6577 E-Mail: sharon.loung@fqml.com
United Kingdom contact: Clive Newall, President
Tel: +44 140 327 3484 Fax: +44 140 327 3494 E-Mail: clive.newall@fqml.com
Jefferies International:
Peter Bacchus, Managing Director Tel: +44 778 994 3482
Media: Harmony Communications: Brian Cattell, Senior Partner Tel: +44 20 7016
9155
First Quantum Minerals (PK) (USOTC:FQVLF)
Graphique Historique de l'Action
De Déc 2024 à Jan 2025
First Quantum Minerals (PK) (USOTC:FQVLF)
Graphique Historique de l'Action
De Jan 2024 à Jan 2025