Hudbay Minerals Inc. (“Hudbay” or the “company”)
(TSX, NYSE: HBM) announced today that it
will hold its annual and special meeting of shareholders (the
“Meeting”) on May 7, 2019. The record date for determining the
holders of the company’s common shares (each, a “Common Share”)
entitled to receive notice of and vote at the Meeting is March 29,
2019.
Shareholder Rights Plan
The company also announced that its board of
directors (the “Board”) has approved the adoption of a shareholder
rights plan (the “Rights Plan”) pursuant to a shareholder rights
plan agreement entered into with TSX Trust Company, as Rights
Agent, dated March 12, 2019 (the “Effective Date”).
The Rights Plan has been adopted to ensure, to
the extent possible, that all shareholders of the company are
treated fairly and equally in connection with any unsolicited
take-over bid or other acquisition of control of the company
(including by way of a “creeping” take-over bid).
The Rights Plan is not being adopted in response
to any specific proposal to acquire control of the company, and the
Board is not aware of any pending or threatened take-over bid for
the company. However, the Board is aware that Waterton Global
Resource Management, Inc. (“Waterton”) has announced that it
intends to seek to replace eight members of the company’s board of
directors at the Meeting. The Rights Plan allows Waterton to
proceed with their nominations and solicit proxies in respect of
the Meeting.
At the close of business on the Effective Date,
one right (a “Right”) will be issued and attached to each Common
Share outstanding at that time. A Right will also be attached to
each Common Share issued after the Effective Date. The issuance of
the Rights will not change the manner in which shareholders trade
their Common Shares. The Rights Plan is similar to shareholder
rights plans adopted by other public companies. Subject to the
terms of the Rights Plan, the Rights issued under the Rights Plan
become exercisable only if a person (the “Acquiring Person”),
together with certain related persons, acquires or announces its
intention to acquire 20% or more of the Common Shares without
complying with the “Permitted Bid” provisions of the Rights Plan.
Following a transaction that results in a person becoming an
Acquiring Person, the Rights entitle the holder thereof to purchase
Common Shares at a significant discount to the market price.
Under the Rights Plan, a “Permitted Bid” is a
take-over bid made in compliance with the Canadian take-over bid
regime. Specifically, a Permitted Bid is a take-over bid that is
made to all shareholders, that is open for 105 days (or such
shorter period as is permitted under the bid regime) and that
contains certain conditions, including that no Common Shares will
be taken up and paid for unless 50% of the Common Shares that are
held by independent shareholders are tendered to the take-over
bid.
While the Rights Plan is effective as of the
Effective Date, it is subject to shareholder ratification within
six months of its adoption. If the Rights Plan is not ratified by
the company’s shareholders, it will automatically terminate. The
company does not currently intend to seek shareholder ratification
for the Rights Plan at the Meeting and therefore anticipates that
the Rights Plan will lapse on September 12, 2019. In addition, the
TSX notified the company that it will defer its review of the
Rights Plan, as is typical when a rights plan is not brought to
shareholders for ratification. Irrespective of this, the Rights
Plan will remain in effect until it is terminated.
The description of the Rights Plan in this press
release is qualified in its entirety by the full text of the Rights
Plan, which is available under the company’s profile on SEDAR at
www.sedar.com.
Forward-Looking Information
This news release contains forward-looking
information within the meaning of applicable Canadian and United
States securities legislation. All information contained in this
news release, other than statements of current and historical fact,
is forward-looking information. Often, but not always,
forward-looking information can be identified by the use of words
such as “plans”, “expects”, “budget”, “guidance”, “scheduled”,
“estimates”, “forecasts”, “strategy”, “target”, “intends”,
“objective”, “goal”, “understands”, “anticipates” and “believes”
(and variations of these or similar words) and statements that
certain actions, events or results “may”, “could”, “would”,
“should”, “might” “occur” or “be achieved” or “will be taken” (and
variations of these or similar expressions). All of the
forward-looking information in this news release is qualified by
this cautionary note.
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.
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. 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.
Note to United States
Investors
This news release has been prepared in
accordance with the requirements of the securities laws in effect
in Canada, which may differ materially from the requirements of
United States securities laws applicable to U.S. issuers.
About Hudbay
Hudbay (TSX, NYSE: HBM) is an integrated mining
company primarily producing copper concentrate (containing copper,
gold and silver), molybdenum concentrate and zinc metal. With
assets in North and South America, the company is focused on the
discovery, production and marketing of base and precious metals.
Directly and through its subsidiaries, Hudbay owns three
polymetallic mines, four ore concentrators and a zinc production
facility in northern Manitoba and Saskatchewan (Canada) and Cusco
(Peru), and copper projects in Arizona and Nevada (United States).
The company’s growth strategy is focused on the exploration and
development of properties it already controls, as well as other
mineral assets it may acquire that fit its strategic criteria.
Hudbay’s vision is to be a responsible, top-tier operator of
long-life, low-cost mines in the Americas. 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. The company is governed by the Canada
Business Corporations Act and its shares are listed under the
symbol "HBM" on the Toronto Stock Exchange, New York Stock Exchange
and Bolsa de Valores de Lima. Further information about Hudbay can
be found on www.hudbay.com.
For further information, please contact:
Candace BrûléDirector, Investor Relations(416)
814-4387candace.brule@hudbay.com
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