Hudbay and Waterton Announce Settlement Agreement
May 03 2019 - 07:00AM
Hudbay Minerals Inc. (“Hudbay” or the “Company”) (TSX,
NYSE:HBM) and Waterton Precious Metals Fund II Cayman, LP
and Waterton Mining Parallel Fund Offshore Master, LP, each of
which are managed by Waterton Global Resource Management, Inc.
(collectively “
Waterton”), today announced a
settlement agreement (the
“Agreement”) that will
result in the following eleven nominees (the “
Agreed
Nominees”) being elected as Hudbay’s board of directors
(the “
Board”) at Hudbay’s annual and special
meeting of shareholders scheduled for May 7, 2019 (the
“
Meeting”): Carol Banducci, Igor Gonzales, Alan
Hair, Alan Hibben, Richard Howes, Sarah Kavanagh, Carin Knickel,
Peter Kukielski, Colin Osborne, David Smith and Daniel Muñiz
Quintanilla.
In order to facilitate the Agreement, only
Agreed Nominees will be nominated for election at the Meeting. None
of the other individuals that Hudbay or Waterton had previously
intended to nominate for election will be standing for election.
Hudbay’s green form of proxy and Waterton’s blue form of proxy
continue to be valid, however only votes in respect of the Agreed
Nominees will be considered at the Meeting. In addition to the
election of the Agreed Nominees, the Agreement includes customary
standstill, voting support and other terms.
“Hudbay is pleased to have reached an Agreement
with Waterton that is in the best interests of shareholders,” said
Alan Hibben, Chair of Hudbay’s Board. “On behalf of the Board, we
look forward to welcoming our new directors to the Board and thank
our departing directors for their valuable service to the Company.
We also thank shareholders for their continued support of Hudbay
and firmly believe that the best is yet to come.”
Hudbay and Waterton have also agreed that,
following the Meeting, the Corporate Governance and Nominating
Committee will initiate a process to identify a suitable successor
to the Chair position. Mr. Hibben has agreed to continue to serve
as Chair until a successor is appointed and will remain on the
Board until the 2020 annual meeting of shareholders. A copy of the
Agreement will be available under Hudbay’s profile on SEDAR.
“With the proxy contest behind us, we are
pleased that Hudbay will now be able to focus solely on unlocking
its significant potential,” said Isser Elishis, Chief Investment
Officer of Waterton Global Resource Management, Inc. “We are
confident that the refreshed Hudbay Board is well-positioned to add
value and deliver long-term value for all shareholders.”
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.
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.
For further information, please contact:
Hudbay
Candace BrûléDirector, Investor Relations
(416) 814-4387 candace.brule@hudbay.com
Waterton
Sloane & CompanyDan Zacchei / Joe
Germani(212) 486-9500dzacchei@sloanepr.com /
jgermani@sloanepr.com
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