Hudbay Extends Offer for Augusta
TORONTO, ONTARIO--(Marketwired - May 16, 2014) - HudBay Minerals
Inc. ("Hudbay") (TSX:HBM) (NYSE:HBM) announced today that it has
extended its offer to acquire all of the outstanding shares
("Augusta Shares") of Augusta Resource Corporation ("Augusta") not
already owned by Hudbay for consideration per Augusta share of
0.315 of a Hudbay common share (the "Offer") until 5:00 p.m.
(Toronto time) on May 27, 2014.
Hudbay continues to monitor developments with respect to
Augusta's applications for permits required for the Rosemont
project. Hudbay is assessing, among other things, the potential
implications of a letter dated May 13, 2014 that the U.S. Army
Corps of Engineers (the "USACE") is reported to have sent to
Augusta. The USACE letter advises Augusta that, in the context of
its Clean Water Act section 404 permit application, Augusta's
proposed compensatory mitigation is inadequate and USACE staff is
changing its focus from compensatory mitigation to preparing a
final permit decision.
On March 14, 2014, Hudbay waived the condition that there shall
have been validly deposited under the Offer and not withdrawn, at
or prior to the expiration of the Offer, such number of Augusta
Shares that, together with the Augusta Shares already owned by
Hudbay and its affiliates, represents not less than 66 2/3% of the
Augusta Shares (calculated on a fully diluted basis). Hudbay has
not waived any other conditions of the Offer described in Section 4
of the Offer, "Conditions of the Offer", as amended.
How to Tender
Augusta shareholders that have already deposited to the Offer
should not withdraw their shares as deposits are still valid for
acceptance until 5:00 p.m. (Toronto time) on May 27, 2014. Hudbay
encourages Augusta shareholders to read the full details of the
Offer set forth in the take-over bid circular and accompanying
offer documents, including the notices of variation, extension and
change that have been, or will be, mailed to Augusta shareholders
(collectively, the "Offer Documents"), which contain detailed
instructions on how Augusta shareholders can tender their Augusta
common shares to the Offer. For assistance in depositing Augusta
common shares to the Offer, Augusta shareholders should contact the
depositary for the Offer, Equity Financial Trust Company at
1-866-393-4891 (North
American Toll Free) or 416-361-0930 ext. 205
(outside North America) or by email at
corporateactions@equityfinancialtrust.com or the Information Agent
for the Offer, Kingsdale Shareholder Services at 1-866-229-8874 (North
American Toll Free Number) or 1-416-867-2272
(outside North America) or by email at
contactus@kingsdaleshareholder.com.
About the Offer
Augusta shareholders who tender to the Offer will be entitled to
receive 0.315 of a Hudbay common share for each Augusta common
share held. The Offer is for all of the issued and outstanding
common shares of Augusta not already owned by Hudbay, including any
common shares of Augusta that may become issued and outstanding
after the date of the Offer but before 5:00 p.m. (Toronto time) on
May 27, 2014 upon the exercise, exchange or conversion of any
securities of Augusta exercisable or exchangeable for, convertible
into or otherwise conferring a right to acquire, any common shares
of Augusta or other securities of Augusta, including, without
limitation, any option, warrant or convertible debenture, together
with the associated rights issued under Augusta's shareholder
rights plan agreement dated as of April 18, 2013 between Augusta
and Computershare Investor Services Inc. Hudbay currently owns
23,058,585 common shares of Augusta, representing approximately 16%
of the issued and outstanding common shares of Augusta. In
accordance with United States tender offer rules, Hudbay discloses
that as of 4:00 p.m. on May 16, 2014, 1,000,790 Augusta common
shares had been tendered to and not withdrawn from the Offer.
The full details of the Offer are set out in the Offer
Documents, which Hudbay has filed (or will be filing) with the
Canadian securities regulatory authorities. Hudbay has also filed a
registration statement on Form F-10 (as amended, the "Registration
Statement"), which contains a prospectus relating to the Offer (the
"Prospectus"), and a tender offer statement on Schedule TO (as
amended, the "Schedule TO") with the Securities and Exchange
Commission (the "SEC"). This news release is not a substitute for
the Offer Documents, the Prospectus, the Registration Statement or
the Schedule TO. AUGUSTA SHAREHOLDERS AND OTHER INTERESTED PARTIES
ARE URGED TO READ THESE DOCUMENTS, ALL DOCUMENTS INCORPORATED BY
REFERENCE, ALL OTHER APPLICABLE DOCUMENTS AND ANY AMENDMENTS OR
SUPPLEMENTS TO ANY SUCH DOCUMENTS WHEN THEY BECOME AVAILABLE,
BECAUSE EACH WILL CONTAIN IMPORTANT INFORMATION ABOUT HUDBAY,
AUGUSTA AND THE OFFER. Materials filed with the Canadian securities
regulatory authorities are available electronically without charge
at www.sedar.com. Materials filed with the SEC are available
electronically without charge at the SEC's website at www.sec.gov.
All such materials may also be obtained without charge at Hudbay's
website, www.hudbayminerals.com or by directing a written or oral
request to the Information Agent for the Offer, Kingsdale
Shareholder Services at 1-866-229-8874 (North
American Toll Free Number) or 1-416-867-2272
(outside North America) or by email at
contactus@kingsdaleshareholder.com or to the Vice President, Legal
and Corporate Secretary of Hudbay at 25 York Street, Suite 800,
Toronto, Ontario, telephone (416)
362-8181.
Important Notice
This news release does not constitute an offer to buy or the
solicitation of an offer to sell any of the securities of Hudbay or
Augusta.
Cautionary Note Regarding Forward Looking Statements
This news release contains "forward-looking statements" and
"forward-looking information" (collectively, "forward-looking
information") within the meaning of applicable Canadian and United
States securities legislation. Forward-looking information includes
information that relates to, among other things, statements with
respect to the anticipated timing, mechanics, completion and
settlement of the Offer, including the permitting of the Rosemont
project. Forward-looking information is not, and cannot be, a
guarantee of future results or events.
Forward-looking information is based on, among other things,
opinions, assumptions, estimates and analyses that, while
considered reasonable by us at the date the forward-looking
information is provided, inherently are subject to significant
risks, uncertainties, contingencies and other factors that may
cause actual results and events to be materially different from
those expressed or implied by the forward-looking information. The
material factors or assumptions that we identified and were applied
by us in drawing conclusions or making forecasts or projections set
out in the forward looking information include, but are not limited
to, the accuracy of Augusta's public disclosure; no significant and
continuing adverse changes in general economic conditions or
conditions in the financial markets; that all required regulatory
and governmental approvals for the Offer will be obtained and all
other conditions to completion of the Offer will be satisfied or
waived.
The risks, uncertainties, contingencies and other factors that
may cause actual results to differ materially from those expressed
or implied by the forward-looking information may include, but are
not limited to, the market value of the Hudbay shares received as
consideration under the Offer and the impact of such issuance on
the market price of the Hudbay shares, the development of the
Rosemont project not occurring as planned, the inaccuracy of
Augusta's public disclosure upon which the Offer is predicated, the
triggering of change of control provisions in Augusta's agreements
leading to adverse consequences, Augusta becoming a minority-owned
or majority-owned subsidiary of Hudbay after consummation of the
Offer, the possibility that Hudbay may remain a minority
shareholder of Augusta after consummation of the Offer without the
ability to control the management or direction of Augusta, as well
as the risks discussed under the heading "Risk Factors" in the
Offer Documents and other documents filed (or to be filed) with
Canadian and U.S. securities regulatory authorities. Should one or
more risk, uncertainty, contingency or other factor materialize or
should any factor or assumption prove incorrect, actual results
could vary materially from those expressed or implied in the
forward-looking information. Accordingly, the reader should not
place undue reliance on forward-looking information. Hudbay does
not assume any obligation to update or revise any forward-looking
information after the date of this news release or to explain any
material difference between subsequent actual events and any
forward-looking information, except as required by applicable
law.
About Hudbay
Hudbay (TSX:HBM) (NYSE:HBM) is a Canadian integrated mining
company with assets in North and South America principally focused
on the discovery, production and marketing of base and precious
metals. Hudbay's objective is to maximize shareholder value through
efficient operations, organic growth and accretive acquisitions,
while maintaining its financial strength. A member of the
S&P/TSX Composite Index and the S&P/TSX Global Mining
Index, Hudbay is committed to high standards of corporate
governance and sustainability. Further information about Hudbay can
be found on www.hudbayminerals.com.
For shareholder inquiries, please contactKingsdale Shareholder
Services1-866-229-8874 (North American Toll Free
Number)1-416-867-2272 (Outside North
America)contactus@kingsdaleshareholder.comHudBay Minerals
Inc.Candace BrûléDirector, Investor Relations(416)
814-4387candace.brule@hudbayminerals.comHudBay Minerals Inc.Scott
BrubacherDirector, Corporate Communications(416)
814-4373scott.brubacher@hudbayminerals.com
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