LITTLETON, Colo., Dec. 9, 2016 /PRNewswire/ -- Stillwater Mining
Company ("Stillwater" or "the
Company"; NYSE: SWC) today announced that it has entered into an
agreement with Sibanye Gold Limited ("Sibanye"; JSE: SGL; NYSE:
SBGL), under which Sibanye will acquire Stillwater for $18.00 per share in cash representing an
aggregate enterprise value of $2.2
billion. The $18.00 per share
transaction price represents a 61% premium to Stillwater's volume-weighted average share
price over the 52 weeks prior to the announcement of the
transaction, a 25% premium to its volume-weighted share price over
the 30 trading days prior to the announcement and a 23% premium to
its closing share price on December
8, 2016. The transaction also represents a 14.0x
multiple of IBES consensus 2017 EBITDA1 estimate.
Following a thorough review of Stillwater's strategic opportunities,
including a process in which over 20 parties were contacted, the
Company's Board of Directors has unanimously approved the
transaction.
Mick McMullen, CEO of
Stillwater Mining Company, commented:
"This compelling all-cash transaction delivers immediate value
to shareholders and appropriately recognizes the value of
Stillwater's high-grade and
long-life assets and world-class metallurgical and PGM recycling
complex, as well as Stillwater's
potential for brown field expansions through the development of our
Blitz and Lower East Boulder projects."
"This announcement is a testament to the significant operational
and productivity improvements that Stillwater has achieved over the past several
years. In particular, Sibanye recognizes the world-class nature of
our asset base, our operational excellence, our skilled team, and
our strong commitment to the environment and workforce safety.
Sibanye has indicated its commitment to maintaining and investing
in Stillwater's Montana operations and will look to leverage
our best practices, industry leading mining expertise and proven
ability to drive improvements and efficiencies whilst improving
safety across their entire business. I would like to thank the many
Stillwater employees whose hard
work has transformed the company into a world-class operator with
the assets and team able to deliver value over many future
decades."
Transaction Details
Under the terms of the merger agreement, a US subsidiary of
Sibanye has agreed to acquire all of the outstanding shares of
Stillwater for $18.00 per share in
cash.
The closing of the transaction is subject to certain conditions,
including (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, (4) expiration of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 and CFIUS
clearance and the approval of the South African Reserve Bank, and
(5) other customary conditions. The closing of the
transaction is not subject to a financing condition.
Sibanye's two largest shareholders, Gold One International Ltd.
and Public Investment Corporation Ltd., which in aggregate
represent 29% of Sibanye's issued share capital, have confirmed
their support of the Transaction. The parties expect the closing to
occur in the second quarter of 2017.
Sibanye has secured bridge financing of $2.7 billion provided by Citi and HSBC to fund
the transaction consideration and repay certain existing
indebtedness of Stillwater.
Stillwater is required to pay a
break-up fee of $16.5 million and
reimburse Sibanye for up to $10
million of expenses in the event the merger agreement is
terminated in certain circumstances, including if Stillwater's Board of Directors changes its
recommendation in favor of the transaction and in certain other
events. Sibanye is required to pay a reverse break-up fee of
$33 million and reimburse
Stillwater for up to $10 million of expenses in the event the merger
agreement is terminated in certain circumstances, including the
failure to obtain Sibanye shareholder or certain other
approvals.
BofA Merrill Lynch acted as financial advisor to Stillwater, while Jones Day and Holland & Hart acted as legal counsel.
Citigroup Global Markets Limited and HBSC Bank plc acted as
financial advisors to Sibanye. Qinisele Resources acted as
corporate advisor to Sibanye. ENSAfrica served as South African
counsel to Sibanye, while Linklaters LLP served as legal counsel to
Sibanye in the United States.
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 of 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 resource 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 New York Stock Exchange under the symbol "SWC". Information
about the Company can be found at its website:
www.stillwatermining.com.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE
SEC
This press release does not constitute the solicitation of any
vote, proxy or approval. In connection with the proposed
transaction, Stillwater intends to
file with the SEC relevant materials, including a proxy statement.
The proxy statement and other relevant documents will be sent or
otherwise disseminated to Stillwater's shareholders and will contain
important information about the proposed transaction and related
matters. STILLWATER SHAREHOLDERS
ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. The proxy statement and other relevant documents may
also be obtained, free of charge, on the SEC's website
(http://www.sec.gov), when available. Stillwater shareholders may obtain free copies
of the proxy statement by contacting Stillwater's Investor Relations department at
(720) 502-7671 or via e-mail at
investor-relations@stillwatermining.
PARTICIPANTS IN THE SOLICITATION
Stillwater, Sibanye and their
respective directors and officers may be deemed participants in the
solicitation of proxies of Stillwater's shareholders in connection with
the proposed transaction. Stillwater's shareholders and other interested
persons may obtain, without charge, more detailed information
regarding the officers of Stillwater in Stillwater's Annual Report on Form 10-K for
the fiscal year ended December 31,
2015, which was filed with the SEC on February 22, 2016, and regarding the directors of
Stillwater in Stillwater's proxy statement filed with the
SEC on March 23, 2016, for its 2016
Annual Meeting of Shareholders. Additional information regarding
the interests of participants in the solicitation of proxies in
connection with the proposed transaction will be included in the
proxy statement that Stillwater
intends to file with the SEC.
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 expected timing of the
transactions (including completion), pricing expectations, levels
of output, supply and demand, information related to the Blitz
Project and estimations or expectations of enterprise value, EBTIDA
and net asset values, 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 proposed transaction; the inability to complete the proposed
transaction due failure to obtain approval of the shareholders of
Sibanye or Stillwater or other
conditions in the Merger Agreement; and changes in the market price
of gold, platinum group metals ("PGMs") and/or uranium. These
forward-looking statements speak only as of the date of this press
release.
1Source: Bloomberg
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SOURCE Stillwater Mining Company