Stillwater Mining Company Notifies NYSE of Intention to Delist Common Stock Upon Consummation of Merger with Sibanye
19 April 2017 - 11:01AM
Stillwater Mining Company (“Stillwater” or
“Company”); (NYSE:SWC) today announced that it has
notified the New York Stock Exchange (the “NYSE”) of its intention
to delist its common stock, par value $0.01 per share, from the
NYSE in the event of the consummation of the transactions
contemplated by the Agreement and Plan of Merger (the “Merger
Agreement”), dated December 9, 2016, among Stillwater, Sibanye Gold
Limited, Thor US Holdco Inc. and Thor Mergco Inc. (“Merger Sub”),
pursuant to which Merger Sub will be merged with and into
Stillwater (the “Merger”).
The closing of the Merger remains subject to (1) approval of the
Merger Agreement by the holders of a majority of Stillwater’s
outstanding shares, (2) approval of the transaction by the holders
of a majority of Sibanye’s shares present and voting, (3) the
approval of the related issuance of shares by Sibanye in a rights
offering by the holders of at least 75% of the shares present and
voting, and (4) other customary conditions. If the Merger Agreement
is approved by Stillwater’s stockholders at its annual meeting,
which has been scheduled for Tuesday, April 25, 2017, and the other
closing conditions are satisfied or waived in accordance with the
Merger Agreement, the Merger is expected to close as soon as
administratively practical after that. If the Merger is
consummated, Stillwater’s common stock would cease to be publicly
traded and each outstanding share of Stillwater’s common stock
would be converted into the right to receive $18.00 in cash.
In the event the Merger is not consummated, Stillwater intends
to withdraw its notice of intent to delist from the NYSE, and
continue the listing of its common stock on the NYSE.
About Stillwater Mining Company
Stillwater Mining Company is the only U.S. miner of platinum
group metals (PGMs) and the largest primary producer of PGMs
outside of South Africa and the Russian Federation. PGMs are rare
precious metals used in a wide variety of applications, including
automobile catalysts, fuel cells, hydrogen purification,
electronics, jewelry, dentistry, medicine and coinage. The Company
is engaged in the development, extraction and processing PGMs from
a geological formation in south-central Montana recognized as the
J-M Reef. The J-M Reef is the only known significant source of PGMs
in the U.S. and the highest-grade PGM deposit known in the world.
The Company also recycles PGMs from spent catalytic converters and
other industrial sources. The Company owns the Marathon PGM-copper
deposit in Ontario, Canada, and the Altar porphyry copper-gold
deposit located in the San Juan province of Argentina. The
Company’s shares are traded on the NYSE under the symbol SWC.
Information about the Company can be found at its website:
www.stillwatermining.com.
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS
This press release includes "forward-looking statements" within
the meaning of the "safe harbor" provisions of the United States
Private Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of words such as "target,"
"will," "forecast," "expect," "potential," "intend," "estimate,"
"anticipate," "can" and other similar expressions that predict or
indicate future events or trends or that are not statements of
historical matters. Statements related to the closing of the Merger
are forward-looking statements. The forward-looking statements
contained in this press release involve a number of known and
unknown risks, uncertainties and other factors, many of which are
difficult to predict and generally beyond the control of
Stillwater, that could cause Stillwater's actual results and
outcomes to be materially different from historical results or from
any future results expressed or implied by such forward-looking
statements. Such risks, uncertainties and other factors include,
without limitation: Sibanye’s or Stillwater’s ability to complete
the Merger and the inability to complete the Merger due to failure
to obtain approval of the shareholders of Sibanye or Stillwater or
other conditions in the Merger Agreement. These forward-looking
statements speak only as of the date of this press release.
CONTACT:
Mike Beckstead
(720) 502-7671
investor-relations@stillwatermining.com
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