HudBay Minerals Inc. ("Hudbay" or the "company") (TSX:HBM)(NYSE:HBM) today announced that it intends to commence an offer to acquire all of the issued and outstanding common shares of Augusta Resource Corporation ("Augusta") not already owned by Hudbay (the "Offer").
Under the terms of the Offer, Augusta shareholders will be entitled to receive 0.315 of a Hudbay common share for each Augusta common share held, representing approximately C$2.96 per Augusta common share (based on Hudbay's closing share price on the TSX on February 7, 2014). The Offer represents a premium of 62% to Augusta's 20-day volume-weighted average price on the TSX for the period ending February 7, 2014, and a premium of 18% to Augusta's closing share price on the TSX on February 7, 2014 in addition to Augusta's 26% share price increase during the two trading days preceding the Offer. The Offer values Augusta at an enterprise value of approximately C$540 million on a fully diluted in-the-money basis.
- Addition of Augusta's Rosemont project to Hudbay's portfolio of low-cost, long-life assets will enhance Hudbay's position as a leading intermediate base metals mining company with world-class copper production growth.
- Acquisition of the Rosemont project is an ideal fit with Hudbay's disciplined growth strategy of acquiring high quality development-stage assets in mining friendly jurisdictions in the Americas.
- Hudbay has the technical and operational expertise and financial capacity to efficiently develop and operate the Rosemont project to the benefit of all stakeholders.
Benefits to Augusta Shareholders
Hudbay believes that the Offer will be attractive to Augusta shareholders for the following reasons:
- Significant Premium: Based on the 20-day volume-weighted average share prices of Hudbay and Augusta on the TSX for the period ending February 7, 2014, the Offer represents a premium of 62%. Based on the closing share prices of Hudbay and Augusta on the TSX on February 7, 2014, the Offer represents a premium of 18%, in addition to Augusta's 26% share price increase during the two trading days preceding the Offer.
- Participation in a Leading Intermediate Base Metals Mining Company: Augusta shareholders will participate in Hudbay's low-cost, long-life portfolio of producing and fully funded construction-stage assets, and its robust growth profile, which includes forecasted copper production growth of approximately 570% between 2013 and 2015 as Hudbay's current development projects reach commercial production; the Rosemont project will contribute to the next phase of growth and enhance Hudbay's position as a leading intermediate base metals mining company with world-class copper production growth.
- Continued Participation in Rosemont without Single Asset Risk: As shareholders of Hudbay, Augusta shareholders will continue to benefit from future increases in value associated with the permitting and development of the Rosemont project without the significant single asset permitting, development and financing risk to which Augusta shareholders are currently exposed.
- Proven Experience in Project Development: Hudbay has extensive experience in bringing new projects into production over its 87 year history, including its recently completed Lalor and Reed mines in Manitoba, and its Constancia project in Peru, which is over 56% complete. Hudbay would apply this expertise to the development of Rosemont to the benefit of all stakeholders.
- Greater Capacity to Advance Rosemont to Production: Hudbay is confident the Rosemont project will receive all necessary permits. However, based on its extensive due diligence independent of Augusta, Hudbay believes Augusta's management continues to be overly optimistic about the permitting timeline and Augusta's ability to complete the required engineering and raise the necessary financing to construct the Rosemont project. With Hudbay's significant technical expertise and superior financial capacity, Hudbay believes it is better positioned than Augusta to advance the Rosemont project through the final stages of permitting and into construction without the risk currently facing Augusta that further delays may result in liquidity shortfalls or require dilutive financings which would materially impair the value of Augusta shareholders' investments.
- Stronger Financial Capacity to Build Rosemont: The Rosemont project is anticipated by Augusta management to have initial capital costs of approximately $1.2 billion. Having already sold a joint venture interest, streamed 100% of the precious metals production and committed the majority of its offtake, in a challenging capital markets environment Augusta has few remaining financing options, other than a highly uncertain project financing and the prospect of materially diluting its shareholders' equity. Hudbay is well capitalized and has sufficient liquidity to complete the construction of Constancia and to commence work on Rosemont. Hudbay expects its producing and development assets will provide considerable operating cash flow to assist in funding the construction of Rosemont, and Hudbay has demonstrated its ability to raise the financing necessary to fund significant development projects with minimal dilution to its shareholders.
- Enhanced Financial and Capital Markets Profile: Augusta shareholders will benefit from the enhanced capital markets profile of Hudbay, which has a large public float, greater trading liquidity and a more extensive presence in the capital markets than Augusta.
About the Offer
The Offer will be made for all of the issued and outstanding common shares of Augusta not already owned by Hudbay. Hudbay currently owns 23,058,585 shares of Augusta, representing approximately 16% of Augusta's issued and outstanding shares.
The Offer will be open for acceptance until 5:00 p.m. EST on March 19, 2014, unless extended or withdrawn. The Offer will be subject to customary conditions, including the deposit under the Offer of Augusta common shares that together with the Augusta common shares held by Hudbay and its affiliates, represent not less than 66 2/3% of Augusta common shares on a fully-diluted basis, receipt of all necessary regulatory approvals, no material adverse change in Augusta and Augusta's shareholder rights plan being waived, invalidated or cease-traded. The Offer will not be subject to the approval of Hudbay's shareholders and is not subject to any financing or due diligence conditions.
The full details of the Offer will be set out in the takeover bid circular and accompanying offer documents (collectively, the "Offer Documents"), which Hudbay expects to file with the Canadian securities regulatory authorities. Concurrently, Hudbay expects to file with the Securities and Exchange Commission (the "SEC") a registration statement on Form F-10 (the "Registration Statement"), which contains a prospectus relating to the Offer (the "Prospectus"), and a tender offer statement on Schedule TO (the "Schedule TO"). 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 Inc. at 1-866-229-8874 (North American Toll Free Number) or 1-416-867-2272 (outside North America), or by email at firstname.lastname@example.org or to the Vice President, Legal and Corporate Secretary of Hudbay at 25 York Street, Suite 800, Toronto, Ontario, telephone (416) 362-8181.