A.E. Michael Anglin Withdraws as Director
Nominee for Hudbay to Join Board of Competitor Antofagasta
Waterton Precious Metals Fund II Cayman, LP and Waterton Mining
Parallel Fund Offshore Master, LP (the "Funds"), each of which are
managed by Waterton Global Resource Management, Inc. (the
"Investment Adviser", the Investment Adviser together with the
Funds ("Waterton" or "We")), owning approximately 12.1% of the
issued and outstanding shares (the “Shares”) of Hudbay Minerals
Inc. ("Hudbay" or the "Company") (TSX:HBM) (NYSE: HBM), today
announced an update to its slate of director candidates nominated
to serve on the Board of Directors (the “Board”) of Hudbay.
Waterton has given permission to A.E. Michael Anglin to withdraw
from its slate of nominees in order to allow him to join the board
of Hudbay competitor Antofagasta plc. While Waterton continues to
think that Mr. Anglin would have been a stellar addition to the
Hudbay Board, Mr. Anglin has expressed to Waterton that as a result
of the questionable tactics employed by Hudbay during the proxy
contest, he would prefer to take advantage of the Antofagasta
position, which would be a conflict of interest if he were seated
on the Hudbay Board. The Company had previously announced on April
5, 2019 that it was recommending shareholders vote for Mr. Anglin
and fellow Waterton nominee David Smith on the Company’s proxy
card.
“We congratulate Mike on his appointment to the Antofagasta
Board and thank him for his contributions to our campaign to drive
change at Hudbay,” said Isser Elishis, Managing Partner and CIO of
Waterton. “We wish him all the best and look forward to the voices
of shareholders being heard at the Hudbay Annual Meeting on May
7th.”
“I continue to believe that Hudbay has tremendous potential,”
Mr. Anglin stated. “Unfortunately, I had expected the Hudbay Board
to conduct itself in a more professional manner during this proxy
contest. In addition, to avoid a conflict of interest I have
discussed the situation with Waterton and will be taking the
opportunity to serve at Antofagasta.”
About Waterton
Waterton is an investment firm that manages capital for global
institutional investors, sovereign wealth funds and endowments. The
firm has ~US$2 billion in assets under management and focuses
solely on the metals and mining sector. Waterton has a culture of
thoroughness and a disciplined approach to capital allocation, and
utilizes its significant industry expertise to produce out-sized
risk-adjusted returns.
Additional Information
In its early warning report dated April 15, 2019 (the "April 15
EWR"), Waterton had disclosed that it intended to solicit proxies
for a slate of five director candidates for election to the Board
at the annual and special meeting of the shareholders of the
Company (the “Meeting”). As announced today, Waterton is now
intending to solicit proxies for four individuals for election to
the Board at the Meeting.
Waterton currently owns and exercises control or direction over
an aggregate of 31,608,117 Shares, representing approximately 12.1%
of the issued and outstanding Shares. At the time of the April 15
EWR, Waterton also owned and exercised control or direction over
31,608,117 Shares, representing approximately 12.1% of the issued
and outstanding Shares.
The Shares were acquired for investment purposes and for other
reasons detailed herein and in Item 5 of the April 15 EWR and other
early warning reports filed by Waterton under applicable Canadian
securities laws. Waterton may, depending on market and other
conditions, acquire additional Shares through market transactions,
private agreements, treasury issuances, exercise of warrants, or
otherwise, or may sell all or some portion of the Shares, or may
continue to hold the Shares.
For further information and to obtain a copy of the early
warning reports filed by Waterton, please see Hudbay's profile on
the SEDAR website at www.sedar.com or contact Richard Wells, Chief
Financial Officer of the Investment Adviser at 416-504-3505.
The head office address of the Investment Adviser is Commerce
Court West, 199 Bay Street, Suite 5050, Toronto, Ontario, M5L 1E2,
Canada. The head office address of each of Waterton Mining LP and
Waterton Fund II is Ugland House, Grand Cayman, Cayman Islands,
KY1-1104.
The head office address of Hudbay is 25 York Street, Suite 800,
Toronto, Ontario, Canada M5J 2V5.
Legal Notices and Disclaimers
The data, information and opinions contained or referenced
herein (collectively, the "Information") is for general
informational purposes only for the holders of Shares
(“Shareholders”) in order to provide the views of Waterton
regarding certain changes we are requesting to the composition of
the Board, and other matters which Waterton believes to be of
concern to Shareholders described herein. The Information is not
tailored to specific investment objectives, the financial
situation, suitability, or particular need of any specific
person(s) who may receive the Information, and should not be taken
as advice in considering the merits of any investment decision. The
views expressed in the Information represent the views and opinions
of Waterton, whose opinions may change at any time and which are
based on analyses of Waterton and its advisors. Unless otherwise
indicated, the Information has been derived or obtained from public
disclosure and filings with respect to and/or made by Hudbay and
other issuers that we consider to be comparable to Hudbay, and from
other third party reports (see "Legal Notices and Disclaimers -
Disclaimer Respecting Publicly Sourced Information" in Waterton’s
information circular dated April 15, 2019 (the “Waterton
Circular”), a copy of which is available on SEDAR at www.sedar.com
or on www.newhudbay.com).
The Information contains forward-looking statements or
forward-looking information within the meaning of applicable
securities laws (collectively, "forward-looking statements"),
including, without limitation, Waterton's and Hudbay's respective
priorities, plans and strategies for Hudbay and certain members of
Hudbay's operational, compensation and other noted peer groups'
anticipated financial and operating performance and business
prospects. All statements and information, other than statements of
historical fact, included herein are forward-looking statements,
including, without limitation, statements regarding activities,
events or developments that Waterton expects or anticipates may
occur in the future. Certain forward-looking statements contained
herein may be considered to be future-oriented financial
information or a financial outlook for the purposes of applicable
securities laws. These forward-looking statements can be identified
by the use of forward-looking words such as "will", "expect",
"intend", "plan", "estimate", "anticipate", "believe" or "continue"
or similar words and expressions or the negative thereof. There can
be no assurance that the plans, intentions or expectations upon
which these forward-looking statements are based will occur or,
even if they do occur, will result in the performance, events or
results expected.
We caution readers not to place undue reliance on
forward-looking statements contained herein, which are not a
guarantee of performance, events or results and are subject to a
number of known and unknown risks and uncertainties, including but
not limited to those set forth in the Waterton Circular under the
heading "Legal Notices and Disclaimers – Forward-Looking
Statements" and those risks and uncertainties detailed in the
continuous disclosure and other filings of Hudbay and certain
members of Hudbay's operational, compensation and other noted peer
groups with applicable securities regulators, copies of which are
available on SEDAR at www.sedar.com or on the Electronic Data
Gathering, Analysis, and Retrieval at www.sec.gov. We urge you to
carefully consider those risks and uncertainties. The
forward-looking statements contained herein are expressly qualified
in their entirety by this cautionary statement. Unless expressly
stated otherwise, the forward-looking statements included herein
are made as of the date hereof and Waterton disclaims any
obligation to publicly update such forward-looking statements,
except as required by applicable law.
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version on businesswire.com: https://www.businesswire.com/news/home/20190424005636/en/
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