- The transaction makes "strategic sense" as it increases
scale, diversification and could result in a valuation
re-rating
- Have questions or need help voting? Contact Kingsdale
Advisors:
-
- Hudbay Shareholders at 1-855-682-2031 (toll free in
North America)
- Copper Mountain Shareholders / CDI holders at 1-855-682-2031
(toll free in North America)
- or email contactus@kingsdaleadvisors.com
- Visit www.HudbayPOA.com or www.CopperMountainPOA.com for
more details
TORONTO, June 2, 2023
/CNW/ - Hudbay Minerals Inc. ("Hudbay" or the "company") (TSX: HBM)
(NYSE: HBM) and Copper Mountain Mining Corporation ("Copper
Mountain") (TSX: CMMC) (ASX: C6C) are pleased to announce that
Institutional Shareholder Services Inc. ("ISS") and Glass, Lewis
& Co., LLC ("Glass Lewis"), have recommended that shareholders
vote FOR the previously announced transaction whereby
Hudbay will acquire all of the issued and outstanding common shares
of Copper Mountain pursuant to a court approved plan of arrangement
under the Business Corporations Act (British Columbia) (the
"Transaction").
Both ISS and Glass Lewis are leading independent proxy advisory
firms who, among other services, provide proxy voting
recommendations to pension funds, investment managers, mutual
funds, and other institutional shareholders. The recommendations
are consistent for both Hudbay and Copper Mountain resolutions in
connection with their respective special meetings of shareholders
scheduled to be held on June 13,
2023.
In reaching its recommendation, ISS stated the following for
Hudbay: "Vote FOR this resolution as
the transaction is expected to be accretive to the company's NAV
per share, generate meaningful operational and cost synergies,
provide scale and diversification benefits, and could result in a
potential valuation re-rating."
In its Copper Mountain report, ISS says, "The transaction
makes strategic sense as it will result in a combined company with
increased size, scale, and diversification of production,
development, and exploration assets". Permission to use
quotations from the ISS report was neither sought nor obtained.
On May 18, 2023, Hudbay and Copper
Mountain filed a Joint Management Information Circular ("the
Circular") and related meeting materials (collectively with the
Circular, the "Meeting Materials") in connection with their
respective special meetings of shareholders scheduled to be held on
June 13, 2023. The Meeting Materials
are available on SEDAR under each company's profile at
www.sedar.com, under Hudbay's profile on EDGAR at www.sec.gov,
under Copper Mountain's profile on the ASX at www.asx.com.au, on
Hudbay's website at https://www.hudbayminerals.com and on Copper
Mountain's website at http://www.cumtn.com and have been mailed to
shareholders of both Hudbay and Copper Mountain. Shareholders
are encouraged to review the Meeting Materials prior to voting on
the Transaction.
Proxy Voting Deadline
Shareholders are reminded that the Board of Directors of each of
Hudbay and Copper Mountain unanimously approved the Transaction and
recommend that each of their respective shareholders vote
FOR the Transaction ahead of proxy voting deadlines
below:
- Hudbay Shareholders:
-
- Friday, June 9, 2023 at
10:30 a.m. EST
- Copper Mountain Common Share and CDI holders:
-
- Common Shareholders: Friday, June 9,
2023 at 9:00 a.m. PST
- CDI Holders: Wednesday, June 7,
2023 at 5:00 p.m. AWST
The Transaction
The Transaction involves a proposed acquisition by Hudbay of all
of the issued and outstanding Copper Mountain shares (other than
Copper Mountain shares held by dissenting Copper Mountain
shareholders, if any) in exchange for Hudbay shares by way of a
court-approved plan of arrangement under the Business
Corporations Act (British
Columbia). Under the Transaction, each Copper Mountain
shareholder (other than any dissenting Copper Mountain
shareholders) will receive 0.381 of a Hudbay share for each Copper
Mountain share or Copper Mountain CDI held. If the Transaction is
completed, Copper Mountain will become a wholly-owned subsidiary of
Hudbay.
The consideration to be received by Copper Mountain shareholders
represents a premium of approximately 23% based on the 10-day
volume-weighted average price of the Hudbay shares and Copper
Mountain shares on the Toronto Stock Exchange on April 12, 2023, the last trading day prior to the
announcement of the Transaction.
In addition to shareholder approvals, the Transaction is subject
to final court approval and the satisfaction of certain other
customary closing conditions for transactions of this nature. The
Toronto Stock Exchange has conditionally approved the listing of
the Hudbay common shares to be issued in connection with the
Transaction, and the requisite regulatory approval for the
Transaction under the Competition Act (Canada) has been obtained. It is currently
anticipated that the effective date of the Transaction will occur
on or about June 20, 2023.
Shareholder Questions and
Assistance with Voting
Hudbay Shareholders: If you have any questions or need
assistance voting, you can contact Kingsdale Advisors at
1-866-581-1571 (toll-free in North
America) or 1-416-623-2514 (collect outside North America) or by email at
contactus@kingsdaleadvisors.com. To keep current with and obtain
information about voting your shares, please visit
www.HudbayPOA.com.
Copper Mountain Shareholders: If you have any questions
or need assistance voting, you can contact Kingsdale Advisors at
1-855-682-2031 (toll-free in North
America) or 1-416-623-4172 (collect outside North America) or by email at
contactus@kingsdaleadvisors.com. To keep current with and obtain
information about voting your shares, please visit
www.CopperMountainPOA.com.
About Hudbay Minerals
Inc.
Hudbay (TSX, NYSE: HBM) is a diversified mining company with
long-life assets in North and South
America. The company's Constancia operations in Cusco
(Peru) produce copper with gold,
silver and molybdenum by-products. Its Snow Lake operations in Manitoba (Canada) produce gold with copper,
zinc and silver by-products. Hudbay has an organic pipeline that
includes the Copper World project in Arizona and the Mason project in Nevada (United
States), and its growth strategy is focused on the
exploration, development, operation, and optimization of properties
it already controls, as well as other mineral assets it may acquire
that fit its strategic criteria. Hudbay's mission is to create
sustainable value through the acquisition, development and
operation of high-quality, long-life deposits with exploration
potential in jurisdictions that support responsible mining, and to
see the regions and communities in which the company operates
benefit from its presence. Further information about Hudbay can be
found on www.hudbay.com.
About Copper Mountain Mining
Corporation
Copper Mountain owns 75% of the Copper Mountain Mine, which is
located in southern British
Columbia near the town of Princeton. The Copper Mountain Mine produces
approximately 100 million pounds of copper equivalent on average
per year. Copper Mountain trades on the Toronto Stock Exchange
under the symbol "CMMC" and Australian Securities Exchange under
the symbol "C6C". Additional information is available on Copper
Mountain's web page at www.CuMtn.com.
Cautionary Note Regarding
Forward-Looking Information
This release contains certain "forward looking statements" and
certain "forward-looking information" as defined under applicable
Canadian and U.S. securities laws. Forward-looking statements and
information can generally be identified by the use of
forward-looking terminology such as "may", "will", "should",
"expect", "intend", "estimate", "anticipate", "believe",
"continue", "plans" or similar terminology. The forward-looking
information contained herein is provided for the purpose of
assisting readers in understanding management's current
expectations and plans relating to the future. Readers are
cautioned that such information may not be appropriate for other
purposes.
Forward-looking statements relate to future events or future
performance and reflect Hudbay's and Copper Mountain's expectations
or beliefs regarding future events. Forward-looking statements
include, but are not limited to statements with respect to the
consummation and timing of the Transaction; approval by
shareholders of Hudbay and Copper Mountain; the satisfaction of the
conditions precedent to the Transaction; the strengths,
characteristics and potential of the Transaction; growth potential
and expectations regarding the timing, receipt and anticipated
effects of court and other consents and approvals; non-withdrawal
of regulatory approvals; the impact of the Transaction on
shareholders of Hudbay and Copper Mountain and other stakeholders
and other anticipated benefits of the Transaction. By their very
nature, forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause our actual results,
performance or achievements to be materially different from any
future results, performance or achievements expressed or implied by
the forward-looking statements. Such factors include, amongst
others, risks related to failure to receive approval by
shareholders of Hudbay and Copper Mountain, the required court and
other consents and approvals to effect the Transaction, the
potential of a third party making a superior proposal to the
Transaction, the possibility that the definitive arrangement
agreement could be terminated under certain circumstances.
Forward-looking information are based on management of the
parties' reasonable assumptions, estimates, expectations, analyses
and opinions, which are based on such management's experience and
perception of trends, current conditions and expected developments,
and other factors that management believes are relevant and
reasonable in the circumstances, but which may prove to be
incorrect. Such factors, among other things, include: business
integration risks; fluctuations in general macroeconomic
conditions; fluctuations in securities markets; fluctuations in
spot and forward prices of copper or certain other commodities;
change in national and local governments, legislation, taxation,
controls, regulations and political or economic developments; risks
and hazards associated with the business of mineral exploration,
development and mining (including environmental hazards, industrial
accidents, unusual or unexpected formations pressures, cave-ins and
flooding); discrepancies between actual and estimated metallurgical
recoveries; inability to obtain adequate insurance to cover risks
and hazards; the presence of laws and regulations that may impose
restrictions on mining; employee relations; relationships with and
claims by local communities and indigenous populations;
availability of increasing costs associated with mining inputs and
labour; the speculative nature of mineral exploration and
development (including the risks of obtaining necessary licenses,
permits and approvals from government authorities); and title to
properties.
Hudbay and Copper Mountain undertake no obligation to update
forward-looking information except as required by applicable law.
Such forward-looking information represents management's best
judgment based on the information currently available. No
forward-looking statement can be guaranteed and actual future
results may vary materially. Accordingly, readers are advised not
to place undue reliance on forward-looking statements or
information.
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SOURCE Copper Mountain Mining Corporation