Lun 4 Avr 2011 00:39
an All Cash Takeover Offer for Equinox !!!!!!!!
Equinox Shareholders Urged to Reject Lundin Acquisition
Highlights
- All cash offer of C$7.00 per share for Equinox
- Represents a substantial 33% premium to the 20 trading day VWAP of Equinox Shares on the TSX to April 1, 2011
- Provides Equinox shareholders with certainty of value and timing in realising their investments
- A superior alternative for Equinox shareholders to the Lundin acquisition
- Excellent fit with MMR's strategy to focus on upstream base metals businesses
- Substantially increases MMR's copper exposure, and expands and extends MMR's production profile
HONG KONG, April 3, 2011 /PRNewswire-Asia/ -- Minmetals Resources Limited (HKSE: 1208) announced today that it intends to make an all cash offer to acquire Equinox Minerals Limited for approximately C$6.3 billion (the "Offer").
Under the terms of the proposed Offer, MMR will acquire all of the outstanding common shares in Equinox (the "Equinox Shares") not already owned by it for C$7.00 in cash per Equinox share. The C$7.00 per share offer represents a substantial premium of:
33% to the 20 trading day VWAP of Equinox Shares on the TSX to April 1, 2011; and
23% to the closing price of Equinox Shares on the TSX of C$5.71 on April 1, 2011, the last day prior to announcement.
MMR's Chief Executive Officer, Andrew Michelmore, said: "Our Offer for Equinox aligns with MMR's strategy for growth, enhancing our global production portfolio. For Equinox Shareholders, the offer is compelling in that it not only provides a substantial premium and certainty of value, but it also provides a superior alternative to the proposed acquisition by Equinox of Lundin.
"In order to take advantage of MMR's forthcoming offer, Equinox shareholders should reject the Lundin acquisition at the shareholders' meeting on April 11 and tender their shares into MMR's offer."
For MMR shareholders, the acquisition significantly expands and extends MMR's production profile of its operations to beyond 2030, and more than doubles MMR's exposure to the attractive fundamentals of the copper market.
The acquisition of Equinox marks MMR's first investment into the African copper belt and the Middle East. Investment into both regions is consistent with MMR's long term strategic growth plans.
Equinox's Lumwana mine in Zambia is a substantial copper producing asset, with current production of 145,000 tonnes per annum and a stated mine life of 37 years. Equinox has indicated the potential ability to expand Lumwana to 260,000 tonnes per annum of copper within the next five years. In addition, Equinox's Jabal Sayid project in Saudi Arabia, with a forecast average copper production of 60,000 tonnes per annum, is expected to commence production in 2012. MMR is confident that through the application of its own management and technical expertise that it can deliver and enhance Equinox's current operations and stated expansion plans.
Funding
MMR's consideration for the Offer is expected to be financed through a combination of existing cash reserves, long term credit facilities from Chinese banks and equity including financial investments in MMR by Chinese institutions. The proposed offer is supported by MMR's ultimate controlling shareholder, China Minmetals Corporation. Funding details will be set out in the offer and circular in respect of the Offer.
The President of China Minmetals Corporation, Mr. Zhou Zhongshu, commented: "As MMR's largest shareholder, we are delighted to extend our support for the acquisition. We regard this transaction as an important next step in MMR's transformation into a leading upstream base metals company."
The Offer
Full details of the Offer will be set out in the offer and circular to be mailed to Equinox shareholders. MMR expects to formally commence the Offer and mail the offer and circular to Equinox shareholders within 3 weeks.
It is currently anticipated that all shareholders, including holders of Australian CHESS Depository Instruments, will be able to elect to receive the C$7.00 per share offer price in Australian dollars based on the exchange rate at or about the time of payment.
The Offer will be subject to certain conditions including, without limitation:
termination of the existing Equinox bid for Lundin without any Lundin shares being taken up;
simple majority approval of MMR shareholders as required under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. MMR's majority shareholder, China Minmetals Corporation, has indicated that it fully supports the acquisition and controls sufficient votes to pass the required resolution once NDRC approval to cast its votes is obtained;
shares having been deposited (and not withdrawn) representing, together with the Equinox shares already owned by MMR, more than two-thirds of the outstanding Equinox shares on a fully-diluted basis. MMR has an existing 4.2% shareholding in Equinox;
receipt of applicable regulatory approvals (including approval under the Australian Foreign Acquisitions and Takeovers Act) and other customary conditions for an offer of this nature; and
Equinox's shareholder rights plan being terminated, waived or determined to be ineffective.
MMR expects the Offer to be completed by mid 2011.
Equinox Vote for Lundin Acquisition
Equinox has scheduled a shareholder's meeting for April 11, 2011 to consider Equinox's proposal to acquire Lundin. In order to take advantage of MMR's forthcoming offer, Equinox shareholders should reject the Lundin acquisition at the shareholders' meeting and tender their shares into the Offer.
Advisors and counsel
MMR's financial advisors on the proposed Offer are Deutsche Bank (lead) and Macquarie Capital Advisers (joint). Davies Ward Phillips & Vineberg LLP is acting as Canadian legal counsel, Freehills as Australian legal counsel and Linklaters as Hong Kong legal counsel.
North America and Australia Media Call
MMR will host a media conference call for North American and Australian media at 18:30pm Toronto Time, Sunday April 3, 2011 / 08.30am Australian Eastern Standard Time (Monday April 4).
Hong Kong and Australia Investment Market Presentation
MMR will host an investor presentation at the Four Seasons Hotel in International Finance Centre, Central, Hong Kong on Monday, April 4, 2011 at 11:00am Hong Kong Time / 13:00pm Australian Eastern Standard Time. Simultaneous remote dial-in details for overseas participants are set out in Appendix A.
Hong Kong and Australia Press Conference
MMR will host a press conference for Hong Kong and Australian media at the Four Seasons Hotel in International Finance Centre, Central, Hong Kong on Monday, April 4, 2011 at 12:30pm Hong Kong Time / 14.30pm Australian Eastern Standard Time. Simultaneous remote dial-in details for overseas participants are set out in Appendix A.
North American / European Investment Market Call
MMR will host an analyst and investor conference call on Monday, April 4, 2011 at 10:00am Canadian / US Eastern Standard Time / 15:00pm London Time.
For dial in details on all of the above calls and the location of the presentations, please see Appendix A to this announcement.
About MMR
MMR (HKEx: 1208) owns and operates a portfolio of world-class base metal mining operations, development projects and exploration fields.
The group is one of the world's largest producers of zinc as well as a substantial producer of copper, lead, gold, silver, and bauxite.
The group currently has mining operations located in Australia and Asia and a large portfolio of advanced and early stage exploration projects through Australia, Asia and North America.
MMR's operations include:
The Century mine in Queensland which is Australia's largest open pit zinc mine - producing some 500,000 tonnes of zinc annually.
The Sepon copper and gold operations in Laos which respectively produce approximately 65,000 tonnes of copper and 90,000 ounces of gold annually.
The Golden Grove underground base and precious metals mine in Western Australia which produces concentrates of zinc, copper and other base and precious metals.
The Rosebery mine in Tasmania, a polymetallic underground mine, in operation since 1936, which has current potential to extend life beyond 2030.
MMR's strategy is to maintain and expand its position as a leading internationally diversified base metals group with exposure to multiple commodities across various jurisdictions. Expansion is to be achieved through the pursuit of organic growth initiatives and value-enhancing acquisition opportunities, as well as capitalising on its status as a member of the China Minmetals Corporation group of companies.
Other Information
The Offer has not yet been commenced. This announcement is for information purposes only and is not an offer to buy or the solicitation of an offer to sell any securities. The Offer (as the same may be varied or extended in accordance with applicable law) will be made exclusively by means of, and subject to the terms and conditions set out in, the offer and circular, which will be delivered to Equinox, filed with Canadian provincial securities regulators and the Australian Securities Exchange and mailed to Equinox Shareholders by MMR. The offer and circular will contain important information about the Offer, including the terms and conditions of the Offer, and should be read carefully by Equinox Shareholders.
The Offer will not be made in, nor will deposits of Equinox Shares be accepted in, any jurisdiction in which the making or acceptance thereof would not be in compliance with the laws of such jurisdiction. However, MMR may, in its sole discretion, take such action as it deems necessary to extend the Offer in any such jurisdiction.
Ce que l'on conçoit bien, s'énonce clairement, Et les mots pour le dire arrivent aisément. BOILEAU
