First Quantum Minerals Announces Intention to Make C$5.1 Bil

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Laf1986

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Inscription: Jeu 30 Juil 2009 19:54

Message Dim 16 Déc 2012 20:15

First Quantum Minerals Announces Intention to Make C$5.1 Bil

ANCOUVER, BRITISH COLUMBIA--(Marketwire - Dec. 16, 2012) - First Quantum Minerals Ltd. ("First Quantum" or the "Company") (TSX:FM)(LSE:FQM)
Highlights
Financial
Inmet Shareholders to receive consideration of C$72.00(1) per Inmet share, with the opportunity to elect First Quantum shares, cash, or a combination thereof, subject to an overall consideration mix of approximately 50% in First Quantum shares and 50% in cash; allowing the opportunity to realize immediate value and/or participate in substantial future growth of the combined company
Offer values Inmet at approximately C$5.1 billion(1) and represents a premium of 65% to Inmet's underlying net cash adjusted equity value(2) as of 23 November 2012
Strategic
Potential to create the world's premier, widely-held base metals company, and one of the world's five largest copper producers with a leading growth profile
First Quantum's demonstrated project execution, reflecting its in-house engineering, project management and construction expertise, gives it the confidence that it can bring significant benefits to Inmet's major project, Cobre Panama, for the benefit of all shareholders in the enlarged group
Commenting on the Offer, Philip Pascall, CEO and Chairman of First Quantum, said:
"We believe strongly in the prospects of a combination for our two companies, which are uniquely complementary. The enlarged group will draw on the best physical and human resources of both First Quantum and Inmet, to create a premier, widely-held base metals company with leading growth in copper production and cash flow generation. We know that this vision is shared by key shareholders of Inmet.
We invite the Board and management of Inmet to work with us in developing our plans for the future and in assisting in an assessment of whether additional benefits can be identified to the advantage of all shareholders."
(1) Based on First Quantum's share price of C$21.84 as at 23 November 2012, the last closing date prior to which First Quantum's earlier formal proposal was made to Inmet, subsequently made public
(2) Adjusted for Inmet's net cash balance of C$1.9 billion (or C$26 per Inmet share)
First Quantum Minerals Ltd. ("First Quantum", TSX Symbol "FM", LSE Symbol "FQM") today announced that it intends to make an offer to acquire all of the outstanding shares of Inmet Mining Corporation ("Inmet", TSX Symbol "IMN") for consideration of C$72.00 per Inmet share in cash and/or First Quantum shares (the "Offer") for an implied total equity purchase consideration of approximately C$5.1 billion.
Under the terms of the Offer, each Inmet shareholder will have the option to elect to receive consideration per Inmet share of (i) C$72.00 in cash or (ii) 3.2962 First Quantum shares plus C$0.01, or (iii) a mix of C$36.00 in cash plus 1.6484 First Quantum shares, subject to a maximum aggregate cash consideration of approximately C$2.5 billion and a maximum aggregate number of First Quantum shares issued of approximately 115.9 million, representing an overall mix of 50% cash and 50% shares.
The share exchange ratio has been calculated based on First Quantum's closing share price as of 23 November 2012, the last trading day immediately prior to First Quantum's submission of its most recent proposal to Inmet's Board, the terms of which were released to the market by Inmet.
The Offer represents:
A premium of 65 percent to Inmet's underlying equity value as of 23 November 2012, excluding net cash of C$1.9 billion (or C$26 per share) on Inmet's balance sheet; and
A premium of 35 percent and 33 percent to Inmet's 30-day VWAP and closing share price as of 23 November 2012, respectively.
Strategic Benefits of the Transaction
A combination of First Quantum and Inmet has extremely compelling financial and strategic logic. It would create one of the world's leading and fastest growing copper producers, with the potential to produce more than 1.3 million tonnes per annum of copper by 2018.
The combined company would be comprised of high quality assets across four continents, including seven low-cost, producing mines and three world class development projects in Sentinel, Haquira and Cobre Panama.
First Quantum believes the combined entity would establish itself as a top five copper producer within five years with impressive growth in copper production of 23% per annum over that period. In addition, the combined group would have substantial free cash flow generation and be uniquely positioned to drive the development of future large-scale growth projects with cost efficiency and discipline.
Philip Pascall, CEO and Chairman of First Quantum, said:
"Our clear preference remains to engage with Inmet, as we believe strongly in the compelling strategic and financial merit of the transaction.
Following the public release of details of our initial approach to Inmet, we received a number of approaches from Inmet's key shareholders expressing their excitement about the potential for the combined company and strong support for a constructive dialogue between First Quantum and Inmet.
We would welcome the opportunity to discuss with the Board of Inmet our vision for the future of the enlarged group."
First Quantum's Approach to Cobre Panama
First Quantum has undertaken a comprehensive review of the Cobre Panama project on the basis of publicly available information. This review has led First Quantum to conclude that applying its unique and unrivalled expertise and proven track record in project development, will enable it to achieve substantial savings in the execution and operation of the Cobre Panama project. This confidence has underpinned its willingness to offer Inmet shareholders an exceptionally attractive premium.
Mr. Pascall said:
"We have established our superior project development capabilities with the successful commissioning of five mines in the last ten years, each on time and on budget and at a cost well below industry standards.
We have a significant growth profile including the major Sentinel project development in Zambia. Sentinel will have a similar throughput to Cobre Panama, at an estimated 55 million tonnes per annum, and substantially the same style of process plant. We are well on track to developing Sentinel at a capital cost substantially below that of other similar projects in our industry.
We believe these skills could be applied to the Cobre Panama project for the benefit of all stakeholders."
Invitation to Board of Inmet
First Quantum has previously requested Inmet to provide it with access to more detailed Cobre Panama project information to enable it to undertake a high level project status assessment and believes that there is the potential that such an assessment would enable it to identify further savings. First Quantum would be open to discussing with the Board of Inmet how the benefits of such additional savings might best be shared between the shareholders of the enlarged group.
Commenting on possible discussions with Inmet, Mr. Pascall said:
"First Quantum is delighted to extend an invitation to the Inmet Board to conduct a similar assessment of First Quantum's assets. We are proud of our Company and our project execution competency: all our existing projects are proceeding well, on time and on budget, and we know if Inmet had the opportunity to review our major projects it would provide them strong confidence in our capabilities."
Funding
The cash component of the Offer will be financed through a combination of First Quantum's existing cash resources and a US$2.5 billion acquisition facility which is being arranged specifically to implement the Offer.
About the Offer
Full details of the Offer will be set out in the formal offer and take-over bid circular, which is expected to be mailed to Inmet shareholders in early January 2013 and filed with the Canadian securities regulators, a copy of which will be available at www.sedar.com . First Quantum will be making a formal request for the list of Inmet shareholders from Inmet and expects to mail the offer circular to Inmet's shareholders as soon as reasonably practicable following receipt of such shareholder list.
The Offer will be subject to certain customary conditions, including confirmation to the satisfaction of First Quantum that the recently-adopted Inmet shareholder rights plan will not adversely affect the Offer. Other conditions will include acceptance of the Offer by Inmet shareholders owning not less than 66-2/3 percent of Inmet's outstanding shares on a fully-diluted basis, receipt of all necessary regulatory approvals, no material adverse change in Inmet and other conditions customary for transactions of this nature. The Offer will not be subject to any financing condition or First Quantum shareholder approval.
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 securities of First Quantum or Inmet. Such an offer may only be made pursuant to the offer and takeover bid circular to be filed with the Canadian securities regulators and pursuant to registration or qualification under the securities laws of any other such jurisdiction.
First Quantum intends to file with the U.S. Securities and Exchange Commission (the "SEC") a Registration Statement on Form F-80 which will include the offer and takeover bid circular. Investors and security holders are urged to read the offer and takeover bid circular regarding the proposed transaction referred to in these documents when they become available, because they will contain important information. Investors and security holders may obtain a free copy of the offer and takeover bid circular, when they become available and certain other offer documents filed by First Quantum with the Canadian provincial securities regulators on SEDAR at www.sedar.com , and with the SEC at the SEC's website at www.sec.gov . Copies of any such documents may be obtained free of charge upon request made to the corporate secretary of First Quantum at Tennyson House, 159-165 Great Portland Street, London, W1W 5PA, United Kingdom.
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Laf1986

Messages: 4998

Inscription: Jeu 30 Juil 2009 19:54

Message Dim 16 Déc 2012 20:26

Re: First Quantum Minerals Announces Intention to Make C$5.1

déja 2 refus d'Inmet, la troisieme est la bonne?
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bingogo

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Inscription: Jeu 30 Juil 2009 16:48

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Message Lun 17 Déc 2012 08:29

First Quantum seeks to create world’s biggest copper produce

First Quantum seeks to create world’s biggest copper producer with hostile Inmet bid
Marc Howe | December 17, 2012



copper_Inmet_First_Quantum_400

Canada’s biggest pure copper player First Quantum Minerals Ltd. (TSE:FM) has ramped up a hostile takeover bid for metal miner Inmet (TSE:IMN)in an effort to establish the world’s largest copper producer.
The Globe and Mail reports that First Quantum has taken its CND$5.1 billion takeover offer directly to Inmet shareholders after being rebuffed twice by the Toronto-listed metals player.

First Quantum has also raised its bid for Inmet by 2.9%, now offering to pay $72 per share compared to the $70 per share offered during its last failed bid for the company. First Quantum made an offer of $62.50 per share during its initial bid in late November.

The Wall Street Journal reports that under the new offer First Quantum will pay 50% of the CND$5.1 billion consideration in First Quantum stock and 50% in cash.

First Quantum president Clive Newall said that the company has launched the hostile takeover bid following the failure of repeated discussions with Inmet, and that many First Quantum shareholders have indicated that they are amenable to the deal.

“We have been contacted by a fairly large proportion of the Inmet shareholder base,” said Newall.

First Quantum holds extensive copper, nickel and gold assets throughout Africa and Australia, while Inmet mines copper and zinc in Turkey, Spain and Finland.

First Quantum has said that the goal of the hostile takeover is the establishment of the world’s biggest and most rapidly growing copper mining companies, with a projected output of 1.3 million tonnes per year by 2018.

The offer arrives just days after Inmet lifted its estimate of copper reserves at its flagship Cobre Panama project by 27% and extended the projected mine life by nine years.

Inmet’s flagship project in Panama will be one of the biggest copper mines to come on line in the next several years as well as the biggest mining project ever undertaken in Central America. Cobre Panama is expected to produce 300,000 tonnes of copper per annum worth around USD$1.1 billion at current prices.
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cvarvois

Messages: 1459

Inscription: Mar 1 Sep 2009 16:09

Localisation: French Guiana

Message Lun 17 Déc 2012 19:03

Re: First Quantum Minerals Announces Intention to Make C$5.1

En complément.

Shareholder Presentation FQM / Imnet (17/12/2012).

2012-12-17 Shareholder Presentation vFINAL_3.pdf
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