Teck Updates Separation Transaction Terms in Response to Shareholder Feedback
April 13 2023 - 8:35AM
Teck Resources Limited (TSX: TECK.A and TECK.B, NYSE: TECK)
(“Teck”) today announced changes to allow for an earlier full
separation of Teck Metals Corp. (“Teck Metals”) and Elk Valley
Resources Ltd. (“EVR”) and to maximize free cash flow available to
be returned to shareholders, following approval of the separation
by shareholders on April 26, 2023.
As described in Teck’s recent management proxy circular dated
March 23, 2023, the separation provides Teck Metals with continued
access to steelmaking coal cash flows for a transition period,
through ownership of preferred shares in the capital of EVR and a
royalty.
Following extensive consultation with shareholders, Teck is
making changes to the separation proposal, including reducing the
minimum term of the royalty paid by EVR to Teck Metals from
approximately 5.5 years to 3 years, providing a potentially shorter
path to full separation of Teck Metals and EVR, and putting in
place measures to cap annual capital spending by EVR at $1.3
billion, with exceptions for social and regulatory requirements.
This strengthens the alignment between EVR and Teck Metals.
“Teck management and the Board have had extensive shareholder
engagement and based on this feedback, we have decided to make
these changes to allow for an earlier full separation and enhance
alignment between EVR and Teck Metals,” said Jonathan Price, CEO,
Teck. “We believe these amendments will enhance certainty and
further protect the interests of Teck Metals shareholders.”
For further information regarding the separation, Teck
shareholders should refer to the Notice of Meeting and Management
Proxy Circular in respect of our 2023 annual and special meeting of
shareholders, which is available under our profile on SEDAR
(www.sedar.com) and on EDGAR (www.sec.gov), and on Teck's website
(www.teck.com/reports).
AdvisorsBarclays Capital Canada Inc. and Ardea
Partners LP are serving as financial advisors to Teck. Stikeman
Elliott LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP
are acting as legal advisors.
BMO Capital Markets, Goldman Sachs & Co. LLC, and Origin
Merchant Partners are serving as financial advisors to the Special
Committee and Blake, Cassels & Graydon LLP and Sullivan &
Cromwell LLP are acting as legal advisors to the Special
Committee.
About TeckAs one of Canada’s leading mining
companies, Teck is committed to responsible mining and mineral
development with major business units focused on copper, zinc, and
steelmaking coal. Copper, zinc and high-quality steelmaking coal
are required for the transition to a low-carbon world.
Headquartered in Vancouver, Canada, Teck’s shares are listed on the
Toronto Stock Exchange under the symbols TECK.A and TECK.B and the
New York Stock Exchange under the symbol TECK. Learn more about
Teck at www.teck.com or follow @TeckResources.
Forward-Looking StatementsThis news release
contains certain information which constitutes ‘forward-looking
statements’ and ‘forward-looking information’ within the meaning of
applicable Canadian securities laws. Any statements that are
contained in this news release that are not statements of
historical fact may be deemed to be forward-looking statements.
Forward-looking statements are often identified by terms such as
“may”, “should”, “anticipate”, “expect”, “potential”, “believe”,
“intend” or the negative of these terms and similar expressions.
Forward-looking statements in this news release include: statements
regarding Teck’s planned separation transaction, including the
timing thereof, and Teck’s expectations regarding the impacts
of any such transaction; and statements regarding updates to the
terms of the royalty, including with respect to anticipated effects
thereof. The forward-looking statements in this press release are
based on assumptions regarding our business and general economic
conditions, among other matters. Readers are cautioned not to
place undue reliance on forward-looking statements. Forward-looking
statements involve known and unknown risks and uncertainties, most
of which are beyond the Company’s control. Additional risks and
uncertainties can be found in our Annual Information Form dated
February 21, 2023 under “Risk Factors” and our management
information circular in respect of our annual and special meeting
of shareholders on April 26, 2023, each filed under our profile on
SEDAR (www.sedar.com) and on EDGAR (www.sec.gov), and on Teck’s
website (www.teck.com). Should one or more of the risks or
uncertainties underlying these forward-looking statements
materialize, or should assumptions underlying the forward-looking
statements prove incorrect, actual results, performance or
achievements could vary materially from those expressed or implied
by the forward-looking statements.
The forward-looking statements contained herein are made as of
the date of this release and, other than as required by applicable
securities laws, the Company does not assume any obligation to
update or revise them to reflect new events or circumstances. The
forward-looking statements contained in this release are expressly
qualified by this cautionary statement.
Investor Contact:Fraser PhillipsSenior Vice
President, Investor Relations & Strategic
Analysis604.699.4621fraser.phillips@teck.com
Media Contact:Chris Stannell Public
Relations Manager604.699.4368chris.stannell@teck.com
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