Hecla to Acquire Mines Management
May 24 2016 - 7:00AM
Business Wire
Hecla Mining Company (NYSE:HL) (Hecla) and Mines Management,
Inc. (NYSE MKT:MGN, TSX: MGT) (Mines Management) today announced a
merger agreement with Hecla acquiring Mines Management. In the
proposed merger, each outstanding common share1 of Mines Management
will be exchanged for 0.2218 of a common share of Hecla. This
represents a 41% premium to Mines Management, using both companies’
10 day VWAP (Volume Weighted Average Price) on May 20, 2016.
The transaction is expected to close in the third quarter, 2016.
The transaction is subject to approval by Mines Management
shareholders and other closing conditions.
Following closing of the merger, Hecla intends to advance the
evaluation program of Montanore. Located in Northwest Montana,
Montanore is considered one of the largest undeveloped silver and
copper deposits in North America. The project is approximately 10
miles from Hecla’s Rock Creek project and 50 miles north of Hecla’s
Lucky Friday Mine in Idaho.
“The Montanore Project has been significantly advanced by Mines
Management and, with the issuance of the final Environmental Impact
Statement and Records of Decision early this year, now is the time
to pass it on to Hecla to further advance the project and put it
into production,” said Glenn Dobbs, Mines Management’s CEO and
Chairman.
“Hecla is the logical company to move Montanore forward, with
its close proximity to Rock Creek, as well as its similar geology
and scale,” said Phillips S. Baker, Jr., Hecla’s President and CEO.
“We have considerable experience operating Greens Creek in a
National Monument which will, combined with our financial strength
and commitment to the community and environment, help Montanore
reach its full potential.”
1 Approximately 32 million issued and outstanding shares;
approximately 39 million shares fully diluted
About Hecla
Founded in 1891, Hecla Mining Company (NYSE:HL) is a leading
low-cost U.S. silver producer with operating mines in Alaska, Idaho
and Mexico, and is a growing gold producer with an operating mine
in Quebec, Canada. The Company also has exploration and
pre-development properties in six world-class silver and gold
mining districts in the U.S., Canada, and Mexico, and an
exploration office and investments in early-stage silver
exploration projects in Canada.
Hecla will file with the SEC a registration statement on Form
S-4 (or amendment thereto) that will include the Proxy Statement of
Mines Management that also constitutes a prospectus of Hecla. Hecla
and Mines Management plan to mail the Proxy Statement/Prospectus to
Mines Management’s shareholders in connection with the transaction.
INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO BE
FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT HECLA, MINES
MANAGEMENT, THE TRANSACTION AND RELATED MATTERS. Investors and
shareholders will be able to obtain free copies of the Proxy
Statement/Prospectus and other documents filed with the SEC by
Hecla and Mines Management through the website maintained by the
SEC at www.sec.gov. In addition, investors and shareholders will be
able to obtain free copies of the Proxy Statement/Prospectus and
other documents filed by Hecla with the SEC by contacting Hecla’s
Investor Relations department at Hecla Mining Company; Investor
Relations; 1-800-HECLA91 (1-800-432-5291);
hmc-info@hecla-mining.com; and will be able to obtain free copies
of the Proxy Statement/Prospectus and other documents filed by
Mines Management by contacting Mines Management Investor Relations
at info@minesmanagement.com or by calling (509) 838-6050.
Hecla and Mines Management and their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from the shareholders of Mines Management
in respect of the transaction described in the Proxy
Statement/Prospectus. Information regarding the persons who may,
under the rules of the SEC, be deemed participants in the
solicitation of the shareholders of Mines Management in connection
with the proposed transaction, including a description of their
direct or indirect interests, by security holdings or otherwise,
will be set forth in the Proxy Statement/Prospectus when it is
filed with the SEC. Information regarding Hecla’s directors and
executive officers is contained in Hecla’s Annual Report on Form
10-K for the year ended December 31, 2015 and its Proxy Statement
on Schedule 14A, dated April 4, 2016, which are filed with the SEC.
Information regarding Mines Management’s directors and executive
officers is contained in Mines Management’s Annual Report on Form
10-K for the year ended December 31, 2015 as amended by Form 10-K/A
dated April 28, 2016, which are filed with the SEC.
Cautionary Note Regarding Forward-Looking Statements
Statements made or information provided in this news release
that are not historical facts, such as anticipated production,
sales of assets, exploration results and plans, costs, and prices
or sales performance are "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995 and
"forward-looking information" within the meaning of Canadian
securities laws. Words such as “may,” “will,” “should,” “expects,”
“intends,” “projects,” “believes,” “estimates,” “targets,”
“anticipates” and similar expressions are used to identify these
forward-looking statements. Forward-looking statements involve a
number of risks and uncertainties that could cause actual results
to differ materially from those projected, anticipated, expected or
implied. These risks and uncertainties include, but are not limited
to, risks associated with completion of the merger, the risk that
expected synergies or cost savings resulting from the merger might
not be achieved, the risk that the permitting process for the
Montanore Project could be more difficult than anticipated, metals
price volatility, volatility of metals production and costs,
litigation, regulatory and environmental risks, operating risks,
project development risks, political risks, labor issues, ability
to raise financing and exploration risks and results. Refer to
Hecla’s and Mines Management’s Form 10-K and 10-Q reports for a
more detailed discussion of factors that may impact expected future
results. Hecla and Mines Management undertake no obligation and
have no intention of updating forward-looking statements other than
as may be required by law.
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version on businesswire.com: http://www.businesswire.com/news/home/20160524005628/en/
Hecla Mining CompanyMike Westerlund, 604-694-7729Vice President
– Investor Relationshmc-info@hecla-mining.com
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