Hudbay Comments on Activist Withdrawal of Special Meeting Requisition and Announced Intention to Propose Dissident Director N...
December 13 2018 - 6:15PM
Hudbay Minerals Inc. (“Hudbay” or the “company”) (TSX,
NYSE:HBM) today announced that Waterton Global Resource
Management, Inc., on behalf of certain funds managed by it
(collectively, “Waterton”) has withdrawn its special meeting
requisition for the purpose of considering an advisory resolution.
Accordingly, the company will cancel the shareholder meeting it had
previously set for February 28, 2019.
As the company noted in its November 13, 2018
press release, the Board welcomes constructive engagement with all
shareholders. The Chair of the Board and another independent
director met with Waterton on November 1, 2018. Following this
meeting, Waterton provided a list of demands to the Board that were
entirely disproportionate to its ownership interest and would give
Waterton unique rights and powers held by no other shareholder.
Among the items of significant concern was Waterton’s request to
gain access to confidential company information through the
appointment of a Waterton employee who would be entitled to attend
all Hudbay Board and committee meetings and receive access to all
materials provided to the Board as well as communications between
management and the Board. Waterton, a relatively recent
shareholder, is a mining private equity firm that competes with
Hudbay for mining assets and may not have interests aligned with
other shareholders.
In an attempt to find common ground while
protecting the interests of all shareholders, the Chair of the
Board, on behalf of the Board, sent Waterton two letters
referencing their prior discussion regarding the Board’s ongoing
refreshment initiatives. Waterton was repeatedly invited in good
faith to share the names and biographies of individuals it thought
could potentially add value to the Board, so that the Corporate
Governance and Nominating Committee could assess their
qualifications, as it would with any other potential director
candidate. Waterton has now responded by announcing its intent to
nominate a majority slate of directors. While Hudbay remains open
to continued dialogue, it is disappointed with Waterton’s personal
attacks on certain of the company’s leadership, its selective
use of performance metrics and its revisionist history regarding
its confrontational approach to date.
Hudbay’s robust investor outreach program
continues and the company appreciates the time shareholders have
taken to provide their views. The Board and management remain
committed to Hudbay’s disciplined approach to driving long-term and
sustainable value creation, in the best interests of the company
and all of its shareholders.
Forward-Looking
Information
This news release contains “forward-looking
statements” and “forward-looking information” (collectively,
“forward-looking information”) within the meaning of applicable
Canadian and United States securities legislation. Forward-looking
information includes information that relates to, among other
things, statements with respect to Hudbay’s strategy and strategic
priorities and the Board’s intentions to meet and engage with
Waterton and other shareholders. Forward-looking information is
not, and cannot be, a guarantee of future results or events.
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. The
risks, uncertainties, contingencies and other factors that may
cause actual results to differ materially from those expressed or
implied by the forward-looking information may include, but are not
limited to, risks generally associated with the mining industry,
such as economic factors (including future commodity prices,
currency fluctuations, energy prices and general cost escalation),
as well as the risks discussed under the heading “Risk Factors” in
Hudbay’s most recent Annual Information Form.
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.
About Hudbay
Hudbay (TSX, NYSE: HBM) is an integrated mining
company 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. 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 a copper project in
Arizona (United States). 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
For media inquiries, please
contact:
Scott BrubacherDirector, Corporate
Communications (416) 814-4373 scott.brubacher@hudbay.com
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