Hudbay extends offer to acquire Augusta Resource Corp
TORONTO (miningweekly.com) – Canadian miner Hudbay Minerals on Friday extended its C$540-million unsolicited all-scrip offer to acquire US base metals project developer Augusta Resource Corp to April 2, and waived the offer’s minimum tender condition that shareholders holding at least two-thirds of the stock tender to the offer.
Under the offer, Augusta shareholders who tender their shares would receive 0.315 of a Hudbay common share for each Augusta common share held, which Hudbay said would represent a 62% premium based on the 20-day volume-weighted average share prices of Hudbay and Augusta for the period ending February 7, the last trading day before Hudbay announced its 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,” Hudbay said.
Augusta, which is developing the Rosemont copper project, in Arizona, had previously asserted that its board had unanimously recommended that Augusta shareholders reject the offer, saying it was “grossly inadequate” and did not come close to recognising the full and fair value of the project.
Hudbay currently owns 23.06-million shares of Augusta, representing about 16% of Augusta's issued and outstanding shares.
Hudbay on Friday said that it believed its offer was the most compelling choice for Augusta shareholders.
“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," Hudbay president and CEO David Garofalo said.
“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,” he continued.
Hudbay stressed that the offer was valid for all of the outstanding Augusta shares and 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,” the company said.
Hudbay also said that it planned to submit an application to the British Columbia Securities Commission to cease trade the Augusta shareholder rights plan in due course.
Meanwhile, Hudbay also on Friday announced that it had acquired 10.12-million common shares of Panoro Minerals at C$0.28 apiece for C$2.84-million.
The company said that it had bought the stock over the TSX-V under a private agreement and that it represented approximately 4.9% of the issued and outstanding shares.
As a result of the investment, Hudbay now owns and has control of more than 22.9-million shares, or 11.2%, of Panoro’s issued shares.
“The acquisition of the Shares is being made for investment purposes,” the company said.
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