(TSX:LUN) (Nasdaq Stockholm:LUMI)
Lundin Mining
Corporation (“
Lundin Mining” or the
“
Company”) announced today that it has formally
commenced the offer (the “
Offer”) to acquire all
of the issued and outstanding common shares (“
Nevsun
Shares”) of Nevsun Resources Ltd.
(“
Nevsun”) (TSX:NSU) (NYSEMKT:NSU). The
notice and advertisement of the Offer appear in the July 26,
2018 editions of the Globe & Mail and Le Devoir, and the
Offer and take-over bid circular (the “
Offer and
Circular”) and related documents will be filed with the
Canadian securities regulators on SEDAR under Nevsun’s profile at
www.sedar.com and with the United States Securities and Exchange
Commission at www.sec.gov.
Under the terms of the offer, Nevsun
shareholders will receive C$4.75 in cash for each Nevsun Share
tendered to the Offer. The Offer represents a significant premium
of 82% to the closing price of C$2.61 per Nevsun Share on the TSX
as of February 6, 2018, the date of the first proposal to Nevsun
related to Lundin Mining’s interest. The Offer also represents a
significant premium of 33% to the closing price of C$3.58 per
Nevsun Share as of April 30, 2018, the date of Lundin Mining’s
previously announced public proposal to Nevsun and a 42% premium to
the volume weighted average trading price of C$3.36 per Nevsun
Share on the TSX over the 20 trading days ended April 30, 2018.
Lundin Mining has formally requested the Nevsun
securityholder list and intends to mail the Offer and Circular and
related documents to Nevsun’s securityholders as soon as
practicable following receipt of this information. The Offer is
open for acceptance until 5:00 p.m. (Toronto time) on November 9,
2018. Subject to applicable securities laws, the deposit
period may be extended, or in certain circumstances reduced, by
Lundin Mining.
The Offer is being undertaken in accordance with
National Instrument 62-104 – Take-Over Bids and Issuer Bids and is
subject to a number of customary conditions, including: (i) there
being deposited under the Offer, and not withdrawn, at least 66
2/3% of the outstanding Nevsun Shares (calculated on a fully
diluted basis), excluding Nevsun Shares held by Lundin Mining; (ii)
receipt of all governmental, regulatory and third party approvals
that considered necessary or desirable in connection with the
Offer; (iii) no material adverse effect having occurred with
respect to Nevsun; and (iv) the statutory minimum tender condition
of 50% of the outstanding Nevsun Shares, excluding Nevsun Shares
held by Lundin Mining (which cannot be waived).
Lundin Mining encourages securityholders of
Nevsun to read the full details of the Offer set forth in the Offer
and Circular which contains the full terms and conditions of the
Offer and other important information as well as detailed
instructions on how Nevsun shareholders can tender their Nevsun
Shares to the Offer. For assistance in depositing Nevsun Shares to
the Offer, Nevsun shareholders should contact the Information Agent
and Depositary, Kingsdale Advisors, who can be contacted at
1-866-851-3214 toll free in North America or at 1-416-867-2272
outside of North America or by e-mail at
contactus@kingsdaleadvisors.com.
The offer documents will also be available on
Lundin Mining’s website at www.lundinmining.com.
TD Securities Inc. and GMP Securities Inc. are
acting as financial advisors to Lundin Mining and Cassels Brock
& Blackwell LLP and Paul, Weiss, Rifkind, Wharton &
Garrison LLP are acting as Lundin Mining’s legal advisors in
connection with the Offer.
About Lundin Mining
Lundin Mining is a diversified Canadian base
metals mining company with operations in Chile, the United States
of America, Portugal, and Sweden, primarily producing copper,
nickel and zinc. In addition, Lundin Mining holds an indirect 24%
equity stake in the Freeport Cobalt Oy business, which includes a
cobalt refinery located in Kokkola, Finland.
Cautionary Statement in Forward-Looking
Information
Certain of the statements made and information
contained herein, other than statements of historical fact and
historical information, is “forward-looking information” within the
meaning of applicable Canadian securities laws. Forward-looking
information includes, but is not limited to, statements with
respect to the anticipated timing, mechanics, completion and
settlement of the Offer, and the ability of Lundin Mining to
complete the transactions contemplated by the Offer. Words such as
“will”, “intends”, “expects”, “believe”, “anticipate”, “possible”,
“if”, “will be”, “may” and “schedule”, or variations of these terms
or similar terminology or statements that certain actions, events
or results “could” occur or be achieved are intended to identify
such forward-looking information. Although the Company believes
that the expectations reflected in the forward-looking information
contained herein are reasonable, these statements by their nature
involve risks and uncertainties, and are not guarantees of future
performance. Forward-looking information is based on a number of
assumptions, and subject to a variety of risks and uncertainties
which could cause actual events or results to differ from those
reflected in the forward-looking statements. Risks include but are
not limited to the risk that the conditions to the Offer will not
be satisfied on a timely basis or at all and the failure of the
transaction to be consummated for any other reason, competitive
responses to the announcement of the Offer, actions that may be
taken by Nevsun or by its security holders in respect of the Offer,
as well as additional risks disclosed in filings made by the
Company with Canadian securities regulatory authorities. There can
be no assurance that the Offer will be successful or that, if
successful, that the combination of the operations of Lundin Mining
and Nevsun will achieve the anticipated benefits. Should one or
more of these risks and uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary
materially from those described in forward-looking statements.
Accordingly, readers should not to place undue reliance on
forward-looking statements. The Company disclaims any intention or
obligation to update or revise any forward-looking statements or to
explain any material difference between subsequent actual events
and such forward- looking statements, except to the extent required
by applicable law.
Cautionary Statement Respecting the
Offer
THE TAKE-OVER BID CIRCULAR CONTAINS IMPORTANT
INFORMATION ABOUT THE OFFER AND SHOULD BE READ IN ITS ENTIRETY BY
NEVSUN’S SHAREHOLDERS. NEVSUN’S SHAREHOLDERS MAY OBTAIN, AT NO
CHARGE, A COPY OF THE TAKE-OVER BID CIRCULAR AND VARIOUS ASSOCIATED
DOCUMENTS UNDER NEVSUN’S PROFILE ON THE SYSTEM FOR ELECTRONIC
DOCUMENT ANALYSIS AND RETRIEVAL (SEDAR) AT WWW.SEDAR.COM AND ON THE
SECURITIES AND EXCHANGE COMMISSION (SEC) WEBSITE AT WWW.SEC.GOV.
NEVSUN’S SHAREHOLDERS ARE URGED TO READ SUCH MATERIALS AS THEY
CONTAIN IMPORTANT INFORMATION THAT NEVSUN SHAREHOLDERS SHOULD
CONSIDER BEFORE MAKING ANY DECISION WITH RESPECT TO THE OFFER. THIS
ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT
CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO PURCHASE,
OTHERWISE ACQUIRE, SUBSCRIBE FOR, SELL, OTHERWISE DISPOSE OF OR
ISSUE, OR ANY OTHER SOLICITATION OF ANY OFFER TO SELL, OTHERWISE
DISPOSE OF, ISSUE, PURCHASE, OTHERWISE ACQUIRE OR SUBSCRIBE FOR ANY
SECURITY. THE OFFER WAS NOT MADE IN, NOR WILL DEPOSITS OF
SECURITIES BE ACCEPTED FROM A PERSON IN, ANY JURISDICTION IN WHICH
THE MAKING OR ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH
THE LAWS OF SUCH JURISDICTION. HOWEVER, LUNDIN MINING MAY, IN ITS
SOLE DISCRETION, TAKE SUCH ACTION AS IT DEEMS NECESSARY TO EXTEND
THE OFFER IN ANY SUCH JURISDICTION.
This is information that Lundin Mining Corporation is obliged to
make public pursuant to the EU Market Abuse Regulation. The
information was submitted for publication, through the agency of
the contact persons set out below on July 26, 2018 at 2:30 a.m.
Eastern Time.
For further information, please contact:Mark
Turner, Director, Business Valuations and Investor Relations:
+1-416-342-5565Sonia Tercas, Senior Associate, Investor
Relations: +1-416-342-5583Robert Eriksson, Investor Relations
Sweden: +46 8 545 015 50
For assistance in depositing Nevsun
Shares to the Offer, please contact:
Kingsdale Advisors130 King
Street West, Suite 2950Toronto, ON M5X 1E2
North American Toll Free:
1-866-851-3214Outside North America:
1-416-867-2272Email:
contactus@kingsdaleadvisors.com
Grafico Azioni Nevsun (AMEX:NSU)
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Da Mag 2024 a Giu 2024
Grafico Azioni Nevsun (AMEX:NSU)
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Da Giu 2023 a Giu 2024