Welcome!

Microsoft Cloud Authors: Pat Romanski, Jnan Dash, Andreas Grabner, Lori MacVittie, Jim Kaskade

News Feed Item

First Quantum Minerals Mails Offer to Inmet Shareholders

VANCOUVER, BRITISH COLUMBIA -- (Marketwire) -- 01/09/13 --

Highlights

Financial


--  Inmet shareholders offered consideration of C$72.00 per Inmet share with
    the opportunity of electing First Quantum shares, cash or a combination
    thereof resulting in an aggregate consideration mix of approximately 50%
    in First Quantum shares and 50% in cash, allowing for the opportunity to
    realize immediate cash return while retaining exposure to a major
    international and widely owned copper mining company with strong growth
    prospects.
     
--  Offer values Inmet at approximately C$5.1 billion and represents a
    premium of 65% to Inmet's underlying equity value, excluding net cash of
    C$1.9 billion, as of 23 November, 2012, the last trading day prior to
    First Quantum's submission of its most recent proposal to Inmet's Board.

Strategic


--  Creation of a new industry leading, globally diversified base metals
    company with a balanced portfolio of seven producing mines and four
    world class development projects in eight countries across all
    continents with a projected industry leading growth profile in copper.
      
--  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 improvements to Inmet's major
    project, Cobre Panama, for the benefit of all shareholders in the
    enlarged group.

First Quantum Minerals Ltd. ("First Quantum") (TSX:FM)(LSE:FQM) today announced that it has formally commenced its offer (the "Offer") to acquire all of the outstanding shares of Inmet Mining Corporation ("Inmet", TSX Symbol "IMN") for total consideration of approximately C$5.1 billion by mailing the takeover bid circular and related documents required to be sent to Inmet shareholders under applicable Canadian securities laws and filing such documents with Canadian securities regulators.

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) 3.2967 First Quantum shares, 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 approximately 50% First Quantum shares and 50% cash.

The share exchange ratio and total consideration value have been calculated based on First Quantum's closing share price as of 23 November 2012, the last trading day prior to First Quantum's submission of its most recent proposal to Inmet's Board.

Philip Pascall, CEO and Chairman of First Quantum, said:

"I believe this combination creates a uniquely attractive, large, liquid and high growth copper focused company. First Quantum and Inmet are very complementary in terms of their copper focus. I see the combination of the two companies creating not only a new global leader in copper, but also one of the most exciting, 'must-own' companies in the global mining sector.

We are taking the significant step of making this proposal directly to Inmet shareholders and requesting their support for what, together, we know can be achieved. We invite Inmet shareholders to participate in this vision and to become shareholders in this most exciting new venture."

Benefits of the Offer:


--  A significant premium of:
      
    i.  65 percent to Inmet's underlying equity value (adjusted for net cash
        balance of C$1.9 billion on Inmet's balance sheet, or C$26 per Inmet
        Share) as of November 23, 2012, the last trading day prior to First
        Quantum's submission of its most recent proposal to Inmet's Board;
        and
          
    ii. 35 percent to the 30-day VWAP and 33 percent to the closing share
        price, of the Inmet shares on the TSX on November 23, 2012
         
--  Creation of a premier, globally diversified base metals company with:
      
    i.  A geographically diversified operating platform comprised of seven
        producing mines and four world-class development projects
          
    ii. Enhanced scale, liquidity and industry presence through its rapidly
        expanding copper production footprint with the capacity to deliver,
        according to third party research analyst estimates, in excess of
        1.3 million tonnes of copper production per annum by 2018, which
        would make the combined entity a top five copper producer
          
    iii.Enhanced financial profile with greater liquidity, greater free cash
        flow generation ability and enhanced flexibility to raise capital
        when necessary at a lower long term cost of capital
         
--  Creation of a new global leader focused on copper with industry leading
    copper production growth, based upon third party research analyst
    projections, of over 24 percent, compounded annually, from 2012 to 2018,
    driven by a strong pipeline of low capital intensity development
    projects and low cost expansions of existing operating assets.
      
--  Opportunity to benefit from the implementation of First Quantum's unique
    and proven approach to project construction at the Cobre Panama Project,
    in respect of which Mr. Pascall commented: 
    
    "Our in-house expertise and technical competencies have translated into
    a real competitive advantage. These unique technical capabilities have
    allowed us to construct projects at a fraction of the cost achieved by
    our peers. We deliver on our promises to meet budget, to be on time, to
    attain rapid commissioning to commercial production and to achieve
    absolute production targets. Our commitment is to apply these skills to
    Cobre Panama, creating an opportunity for all shareholders to benefit
    substantially."

Commenting further on the Offer, Mr. Pascall said:

"First Quantum's Board of Directors believes that a combination of the two companies would be an industry defining event and one of the most exciting opportunities in copper for many years. We hope that you share our enthusiasm and respectfully request your support and urge you to tender your Inmet shares in acceptance of our offer."

Funding

The cash component of the Offer will be financed through a combination of First Quantum's existing cash resources, existing undrawn unconditional financing facilities of US$1.25 billion and a US$2.5 billion acquisition facility provided by Standard Chartered Bank, which has been arranged specifically to implement the Offer.

About the Offer

The Offer will be open for acceptance until 5:00 p.m. (Toronto time) on February 14, 2013, unless extended or withdrawn.

The Offer is 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 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 is not subject to any financing condition or First Quantum shareholder approval.

Details regarding these and other terms of the Offer are set out in the takeover bid circular, which has been filed by First Quantum with the Canadian provincial securities regulators and will be available for review on the Company's website at www.first-quantum.com and on the Canadian SEDAR website at www.sedar.com. Inmet shareholders are urged to read the takeover bid circular carefully and in its entirety since it contains additional important information concerning the Offer.

First Quantum has also filed with the U.S. Securities and Exchange Commission (the "SEC") a Registration Statement on Form F-80 which will include the takeover bid circular and certain other Offer documents filed by First Quantum on SEDAR at with the SEC at the SEC's website at www.sec.gov.

Copies of the takeover bid circular and any other Offer documents referred to above may also be obtained free of charge upon request made to the corporate secretary of First Quantum at 8th Floor, 543 Granville Street, Vancouver, British Columbia, V6C 1X8.

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.

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: [email protected]

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 word. First Quantum produced well over 300,000 mt of copper metal, more than 36,000 mt of nickel and 200,000 ozs of gold in 2012. First Quantum is listed on the Toronto, London and Lusaka Stock Exchanges, with a market capitalization of approximately US$10.5 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 Inmet's 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 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 Quantum's 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 management's estimate as of any date other than the date of this press release.

For further information visit our web site at www.first-quantum.com.

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

@ThingsExpo Stories
The cloud market growth today is largely in public clouds. While there is a lot of spend in IT departments in virtualization, these aren’t yet translating into a true “cloud” experience within the enterprise. What is stopping the growth of the “private cloud” market? In his general session at 18th Cloud Expo, Nara Rajagopalan, CEO of Accelerite, explored the challenges in deploying, managing, and getting adoption for a private cloud within an enterprise. What are the key differences between wh...
"Tintri was started in 2008 with the express purpose of building a storage appliance that is ideal for virtualized environments. We support a lot of different hypervisor platforms from VMware to OpenStack to Hyper-V," explained Dan Florea, Director of Product Management at Tintri, in this SYS-CON.tv interview at 18th Cloud Expo, held June 7-9, 2016, at the Javits Center in New York City, NY.
The security needs of IoT environments require a strong, proven approach to maintain security, trust and privacy in their ecosystem. Assurance and protection of device identity, secure data encryption and authentication are the key security challenges organizations are trying to address when integrating IoT devices. This holds true for IoT applications in a wide range of industries, for example, healthcare, consumer devices, and manufacturing. In his session at @ThingsExpo, Lancen LaChance, vic...
WebRTC has had a real tough three or four years, and so have those working with it. Only a few short years ago, the development world were excited about WebRTC and proclaiming how awesome it was. You might have played with the technology a couple of years ago, only to find the extra infrastructure requirements were painful to implement and poorly documented. This probably left a bitter taste in your mouth, especially when things went wrong.
Big Data, cloud, analytics, contextual information, wearable tech, sensors, mobility, and WebRTC: together, these advances have created a perfect storm of technologies that are disrupting and transforming classic communications models and ecosystems. In his session at @ThingsExpo, Erik Perotti, Senior Manager of New Ventures on Plantronics’ Innovation team, provided an overview of this technological shift, including associated business and consumer communications impacts, and opportunities it m...
You have great SaaS business app ideas. You want to turn your idea quickly into a functional and engaging proof of concept. You need to be able to modify it to meet customers' needs, and you need to deliver a complete and secure SaaS application. How could you achieve all the above and yet avoid unforeseen IT requirements that add unnecessary cost and complexity? You also want your app to be responsive in any device at any time. In his session at 19th Cloud Expo, Mark Allen, General Manager of...
WebRTC is bringing significant change to the communications landscape that will bridge the worlds of web and telephony, making the Internet the new standard for communications. Cloud9 took the road less traveled and used WebRTC to create a downloadable enterprise-grade communications platform that is changing the communication dynamic in the financial sector. In his session at @ThingsExpo, Leo Papadopoulos, CTO of Cloud9, discussed the importance of WebRTC and how it enables companies to focus o...
Big Data engines are powering a lot of service businesses right now. Data is collected from users from wearable technologies, web behaviors, purchase behavior as well as several arbitrary data points we’d never think of. The demand for faster and bigger engines to crunch and serve up the data to services is growing exponentially. You see a LOT of correlation between “Cloud” and “Big Data” but on Big Data and “Hybrid,” where hybrid hosting is the sanest approach to the Big Data Infrastructure pro...
In his General Session at 16th Cloud Expo, David Shacochis, host of The Hybrid IT Files podcast and Vice President at CenturyLink, investigated three key trends of the “gigabit economy" though the story of a Fortune 500 communications company in transformation. Narrating how multi-modal hybrid IT, service automation, and agile delivery all intersect, he will cover the role of storytelling and empathy in achieving strategic alignment between the enterprise and its information technology.
Buzzword alert: Microservices and IoT at a DevOps conference? What could possibly go wrong? In this Power Panel at DevOps Summit, moderated by Jason Bloomberg, the leading expert on architecting agility for the enterprise and president of Intellyx, panelists peeled away the buzz and discuss the important architectural principles behind implementing IoT solutions for the enterprise. As remote IoT devices and sensors become increasingly intelligent, they become part of our distributed cloud enviro...
With major technology companies and startups seriously embracing IoT strategies, now is the perfect time to attend @ThingsExpo 2016 in New York. Learn what is going on, contribute to the discussions, and ensure that your enterprise is as "IoT-Ready" as it can be! Internet of @ThingsExpo, taking place June 6-8, 2017, at the Javits Center in New York City, New York, is co-located with 20th Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry p...
"LinearHub provides smart video conferencing, which is the Roundee service, and we archive all the video conferences and we also provide the transcript," stated Sunghyuk Kim, CEO of LinearHub, in this SYS-CON.tv interview at @ThingsExpo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
Things are changing so quickly in IoT that it would take a wizard to predict which ecosystem will gain the most traction. In order for IoT to reach its potential, smart devices must be able to work together. Today, there are a slew of interoperability standards being promoted by big names to make this happen: HomeKit, Brillo and Alljoyn. In his session at @ThingsExpo, Adam Justice, vice president and general manager of Grid Connect, will review what happens when smart devices don’t work togethe...
"There's a growing demand from users for things to be faster. When you think about all the transactions or interactions users will have with your product and everything that is between those transactions and interactions - what drives us at Catchpoint Systems is the idea to measure that and to analyze it," explained Leo Vasiliou, Director of Web Performance Engineering at Catchpoint Systems, in this SYS-CON.tv interview at 18th Cloud Expo, held June 7-9, 2016, at the Javits Center in New York Ci...
The 20th International Cloud Expo has announced that its Call for Papers is open. Cloud Expo, to be held June 6-8, 2017, at the Javits Center in New York City, brings together Cloud Computing, Big Data, Internet of Things, DevOps, Containers, Microservices and WebRTC to one location. With cloud computing driving a higher percentage of enterprise IT budgets every year, it becomes increasingly important to plant your flag in this fast-expanding business opportunity. Submit your speaking proposal ...
Discover top technologies and tools all under one roof at April 24–28, 2017, at the Westin San Diego in San Diego, CA. Explore the Mobile Dev + Test and IoT Dev + Test Expo and enjoy all of these unique opportunities: The latest solutions, technologies, and tools in mobile or IoT software development and testing. Meet one-on-one with representatives from some of today's most innovative organizations
SYS-CON Events announced today that Linux Academy, the foremost online Linux and cloud training platform and community, will exhibit at SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY. Linux Academy was founded on the belief that providing high-quality, in-depth training should be available at an affordable price. Industry leaders in quality training, provided services, and student certification passes, its goal is to c...
20th Cloud Expo, taking place June 6-8, 2017, at the Javits Center in New York City, NY, will feature technical sessions from a rock star conference faculty and the leading industry players in the world. Cloud computing is now being embraced by a majority of enterprises of all sizes. Yesterday's debate about public vs. private has transformed into the reality of hybrid cloud: a recent survey shows that 74% of enterprises have a hybrid cloud strategy.
SYS-CON Events announced today that Super Micro Computer, Inc., a global leader in Embedded and IoT solutions, will exhibit at SYS-CON's 20th International Cloud Expo®, which will take place on June 7-9, 2017, at the Javits Center in New York City, NY. Supermicro (NASDAQ: SMCI), the leading innovator in high-performance, high-efficiency server technology, is a premier provider of advanced server Building Block Solutions® for Data Center, Cloud Computing, Enterprise IT, Hadoop/Big Data, HPC and E...
WebRTC is the future of browser-to-browser communications, and continues to make inroads into the traditional, difficult, plug-in web communications world. The 6th WebRTC Summit continues our tradition of delivering the latest and greatest presentations within the world of WebRTC. Topics include voice calling, video chat, P2P file sharing, and use cases that have already leveraged the power and convenience of WebRTC.