TORONTO, July 2, 2014 /PRNewswire/ - HudBay Minerals
Inc. ("Hudbay") (TSX, NYSE: HBM) and Augusta Resource
Corporation ("Augusta") (TSX, NYSE MKT: AZC)
today announced the filing of Hudbay's Notice of
Variation and Extension and Augusta's Notice of Change to
Directors' Circular in connection with Hudbay's revised offer to
acquire all of the outstanding common shares of Augusta ("Augusta
Shares") not already owned by Hudbay or its affiliates for
consideration per Augusta Share of
0.315 of a common share of Hudbay and 0.17 of a warrant to acquire
a common share of Hudbay (the "Revised Offer"). As previously
announced, Augusta's Board of Directors is unanimously recommending
that Augusta shareholders accept the Revised Offer and has agreed
to terminate Augusta's Shareholder Rights Plan to permit
shareholders to do so.
Hudbay's Notice of Variation and Extension
Pursuant to the terms of the Notice of Variation and Extension,
Hudbay, among other things, has increased the consideration offered
per Augusta Share of 0.315 of a
common share of Hudbay to include 0.17 of a warrant to acquire a
common share of Hudbay, and extended the period of acceptance of
the Revised Offer to 5:00 p.m.
(Toronto time) on July 16, 2014.
Augusta's Notice of Change to Directors' Circular
The board of directors of Augusta has filed a Notice of Change
to Directors' Circular that indicates that the Augusta board of
directors is unanimously recommending that Augusta shareholders
accept the Revised Offer and tender their Augusta
Shares to the Revised Offer. This decision follows a unanimous
determination, made by the Augusta board of directors that, after
consultation with its financial and legal advisors, the
consideration under the Revised Offer is fair, from a financial
point of view, to Augusta's shareholders (other than Hudbay and its
affiliates) and that it would be in the best interests of Augusta
to support and facilitate the Revised Offer. Augusta's financial
advisors, Scotia Capital Inc. and TD Securities Inc., have each
provided opinions to the Augusta board of directors that, as of
June 22, 2014, and subject to the
assumptions, limitations and qualifications on which the opinions
are based, the consideration to be received under the Offer is
fair, from a financial point of view, to Augusta's shareholders
other than Hudbay and its affiliates.
All of the directors and officers of Augusta and certain other
Augusta shareholders have entered into agreements with Hudbay
pursuant to which, among other things, they have agreed to tender
to the Offer all of the Augusta Shares owned or controlled by them
(including Augusta Shares issuable on the exercise of stock options
and other convertible instruments). Those Augusta Shares represent
approximately 33% of Augusta Shares on a fully-diluted basis.
About the Revised Offer
The full details of the Revised Offer are set out in the offer
documents, which have been filed with the Canadian securities
regulatory authorities and are being mailed to Augusta
shareholders. The documents will also be available on SEDAR under
Augusta's profile at www.sedar.com. Upon filing, the Revised Offer
will be open for no fewer than 10 business days and, following any
take up of Augusta Shares, Hudbay will then further extend its
offer for at least an additional 10 days in order to allow any
remaining Augusta shareholders to tender to the Revised Offer.
Hudbay has filed a registration statement on Form F-10 (as
amended, the "Registration Statement"), which contains a prospectus
relating to the Offer (the "Prospectus"), and a tender offer
statement on Schedule TO (as amended, the "Schedule TO") with the
Securities and Exchange Commission (the "SEC"). This news release
is not a substitute for the Offer documents, the Prospectus, the
Registration Statement or the Schedule TO or Augusta's Tender Offer
Solicitation/Recommendation Statement on Schedule 14D-9, as
amended. AUGUSTA SHAREHOLDERS AND OTHER INTERESTED PARTIES ARE
URGED TO READ THESE DOCUMENTS, ALL DOCUMENTS INCORPORATED BY
REFERENCE, ALL OTHER APPLICABLE DOCUMENTS AND ANY AMENDMENTS OR
SUPPLEMENTS TO ANY SUCH DOCUMENTS WHEN THEY BECOME AVAILABLE,
BECAUSE EACH WILL CONTAIN IMPORTANT INFORMATION ABOUT HUDBAY,
AUGUSTA AND THE OFFER. Materials filed with the Canadian securities
regulatory authorities are available electronically without charge
at www.sedar.com. Materials filed with the SEC are available
electronically without charge at the SEC's website at
www.sec.gov.
Hudbay owns 23,058,585 Augusta Shares, representing
approximately 16% of the issued and outstanding Augusta Shares. In
addition, and in accordance with United
States tender offer rules, Hudbay discloses that as of
5:00 p.m. on June 30, 2014, 11,609,261 Augusta Shares,
representing approximately 8% of the issued and outstanding Augusta
Shares, had been tendered to and not withdrawn from the Revised
Offer.
How to Tender
Augusta shareholders that have already deposited to the offer
should not withdraw their shares. Augusta shareholders are
encouraged to read the full details of the Revised Offer set forth
in the offer documents, which contain detailed instructions on how
Augusta shareholders can tender their Augusta common shares to the
Revised Offer. For assistance in depositing Augusta Shares to the
Revised Offer, Augusta shareholders should contact the depositary
for the Offer, Equity Financial Trust Company at 1-866-393-4891
(North American Toll Free) or 416-361-0930 ext. 205 (outside
North America) or by email at
corporateactions@equityfinancialtrust.com or the Information Agent
for the Offer, Kingsdale Shareholder Services at 1-866-229-8874
(North American Toll Free Number) or 1-416-867-2272 (outside
North America) or by email at
contactus@kingsdaleshareholder.com.
Important Notice
This news release does not constitute an offer to buy or the
solicitation of an offer to sell any of the securities of Hudbay or
Augusta.
About Hudbay
Hudbay (TSX, NYSE: HBM) is a Canadian integrated mining company
with assets in North and South
America principally focused on the discovery, production and
marketing of base and precious metals. Hudbay's objective is to
maximize shareholder value through efficient operations, organic
growth and accretive acquisitions, while maintaining its financial
strength. A member of the S&P/TSX Composite Index and the
S&P/TSX Global Mining Index, Hudbay is committed to high
standards of corporate governance and sustainability. Further
information about Hudbay can be found on
www.hudbayminerals.com.
About Augusta
Augusta (TSX, NYSE MKT: AZC) is a base metals company focused on
advancing the Rosemont Copper deposit near Tucson, Arizona. Rosemont hosts a large copper/molybdenum
reserve that would account for about 10% of U.S. copper output once
in production. Further information about Augusta can be found on
www.augustaresource.com.
For shareholder inquiries, please contact Kingsdale
Shareholder Services
1-866-229-8874 (North American Toll Free Number)
1-416-867-2272 (Outside North America)
contactus@kingsdaleshareholder.com
Cautionary Note Regarding Forward Looking
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 the
anticipated timing, mechanics, completion and settlement of the
Offer. 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
material factors or assumptions that we identified and were applied
by us in drawing conclusions or making forecasts or projections set
out in the forward looking information include, but are not limited
to, the accuracy of Augusta's public disclosure; no significant and
continuing adverse changes in general economic conditions or
conditions in the financial markets; that all required regulatory
and governmental approvals for the Offer will be obtained and all
other conditions to completion of the Offer will be satisfied or
waived, the completion of the Offer and any subsequent
transaction.
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, the market value of the Hudbay securities received
as consideration under the Offer and the impact of such issuance on
the market price of common shares of Hudbay and warrants to acquire
common shares of Hudbay, the accuracy of Augusta's representations
in the Support Agreement upon which the Offer is predicated,
Augusta becoming a minority-owned or majority-owned subsidiary of
Hudbay after consummation of the Offer, the possibility that Hudbay
may remain a minority shareholder of Augusta after consummation of
the Offer, as well as the risks discussed under the heading "Risk
Factors" in the Offer documents and other documents filed (or to be
filed) with Canadian and U.S. securities regulatory authorities.
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. Accordingly, the reader
should not place undue reliance on 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.
SOURCE Augusta Resource Corporation