First Quantum Minerals (FM) Inactive
Filed by First Quantum Minerals Limited pursuant to
Rule 425 under the Securities Act of 1933
Subject Company: Inmet Mining Corporation
Commission file no.: 333-185937
March 12, 2013
FIRST QUANTUM MINERALS ANNOUNCES FINAL VARIATION AND EXTENSION OF OFFER:
61.45% OF INMET SHARES TENDERED TO DATE
First Quantum Minerals Ltd. (“First Quantum” or the “Company”, TSX Symbol “FM”, LSE Symbol “FQM”) today announced that, by delivery of a written notice to Computershare Investor Services Inc. prior to 11:59 p.m. (Eastern Daylight Time) on March 11, 2013, First Quantum varied and extended its offer (the “Offer”) to acquire all of the outstanding shares of Inmet Mining Corporation (“Inmet”, TSX Symbol “IMN”). The Offer will now be open for acceptance until 11:59 p.m. (Eastern Daylight Time) on March 21, 2013, unless further extended or withdrawn.
A Notice of Variation and Extension has been filed with the Canadian securities regulators and will be available for review at www.sedar.com. The Notice of Variation and Extension is also being mailed to Inmet shareholders in accordance with applicable Canadian securities laws.
As at 11:59 p.m. (Eastern Daylight Time) on March 11, 2013, a total of 43,207,256 Inmet Shares, representing approximately 61.45% of the outstanding Inmet shares (on a fully diluted basis), had been tendered to the Offer. The Offer has been varied to allow the minimum tender condition to be satisfied if more than 50% of the outstanding Inmet shares (on a fully diluted basis) have been validly deposited, prior to the new expiry time of the Offer. Accordingly, based on tenders to date, First Quantum anticipates being in a position to complete the Offer and begin taking up and paying for shares promptly following the expiry of the Offer at 11:59 p.m. (Eastern Daylight Time) on March 21, 2013.
If as expected more than 662/3% of the outstanding Inmet shares (on a fully diluted basis) have been validly deposited under the Offer as at the new expiry time of the Offer, First Quantum will be implementing a Subsequent Acquisition Transaction to acquire the balance of the Inmet shares not deposited under the Offer, as more fully described in the Offer circular. Since implementing a Subsequent Acquisition Transaction could take as long as several months, Inmet shareholders are strongly encouraged to tender their Inmet shares to the Offer, to the extent they have not already done so, prior to the expiry of the Offer at 11:59 p.m. (Eastern Daylight Time) on March 21, 2013 in order to receive payment for their shares sooner rather than later.
The Offer has also been varied to allow eligible holders of Inmet shares to make an election providing for a tax-free rollover for Canadian income tax purposes in respect of the First Quantum shares they receive as consideration under the Offer.
Commenting upon the variation and extension, Mr. Philip Pascall, CEO and Chairman of First Quantum, said:
“We are delighted with the overwhelming support that Inmet shareholders have shown for our Offer. We have varied our Offer such that the minimum tender condition will now be satisfied if more than 50% of the Inmet shares have been tendered at the revised expiry time of the Offer. Accordingly, with all regulatory approvals already received, it is our expectation that we will be in a position to complete the Offer and begin taking up and paying for shares shortly following the expiry of the Offer on March 21, 2013.
This is our best and now final Offer. We urge all Inmet shareholders who haven’t yet tendered to do so before 11:59 p.m. (Eastern Daylight Time) on March 21, 2013 so that they can receive the consideration for their shares sooner rather than later.
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We look forward to working with Inmet’s management team and Board of Directors to ensure a seamless change of ownership and management of Inmet. We are excited at the prospect of being able to apply First Quantum’s experience and unique skills to Cobre Panama as soon as possible.”
Bankers, Advisors and Information Agent
First Quantum has engaged Jefferies International, Goldman, Sachs & Co., and RBC Capital Markets to act as its financial advisors in connection with the Offer. Fasken Martineau DuMoulin LLP is acting as legal counsel to First Quantum in connection with the Offer.
Financing for the Offer is being provided by Standard Chartered Bank.
Georgeson Shareholder Communications Canada, Inc. has been retained as information agent for the Offer. Shareholders may contact Georgeson at:
Toll Free (North America): 1-866-656-4120
Outside North America Call Collect: 1-781-575-2421
About First Quantum
First Quantum is a leading international mining company with a global portfolio of copper and nickel assets located in Africa, Australia, South America and Europe. For the twelve months ended December 31, 2012, First Quantum generated revenue and adjusted EBITDA of US$2,950 million and US$1,143 million respectively and produced 307 kt of copper, 38 kt of nickel and 202 koz of gold. A diverse portfolio of profitable operating assets and quality growth projects makes First Quantum one of the fastest-growing mining companies in the world. First Quantum is listed on the Toronto, London and Lusaka Stock Exchanges, with a market capitalization of approximately US$10 billion.
First Quantum has earned a strong reputation as an industry leading developer of high-quality base metals projects globally. Although a significant copper producer currently, First Quantum is itself in a phase of transformational growth, with an anticipated tripling of copper production by the end of 2018. To achieve this growth, the First Quantum team is building on its significant experience in project development, with a proven record of successfully developing resource assets. The capital intensity of our Kansanshi and Sentinel developments, for example, at approximately US$5,000 / tonne and US$6,000 / tonne, respectively, are among the lowest in the industry. Importantly, First Quantum has consistently delivered superior shareholder returns, averaging 32 percent per annum over the period 2000 to 2011.
Forward Looking Information
Certain statements and information in this press release, including all statements that are not historical facts, contain forward-looking statements and forward-looking information within the meaning of applicable securities laws. Such forward-looking statements or information include but are not limited to statements or information with respect to the anticipated completion of the proposed Offer and the anticipated strategic and operational benefits of the Offer. Often, but not always, forward-looking statements or information can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “projects”, “anticipates” or “does not anticipate” or “believes” or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved.
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With respect to forward-looking statements and information contained in this press release, First Quantum has made numerous assumptions including, among other things, assumptions about the price of copper, gold, cobalt, nickel, PGE, and sulphuric acid, and other anticipated costs and expenditures. Although management of First Quantum believes that the assumptions made and the expectations represented by such statements or information are reasonable, there can be no assurance that any forward-looking statement or information herein will prove to be accurate. Forward-looking statements and information by their nature involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. These risks, uncertainties and other factors include, but are not limited to, uncertainties surrounding the ability to realize operational synergies following completion of the Offer, reliance on Inmet’s publicly available information which may not fully identify all risks related to its performance, success in integrating the retail distribution systems, and the integration of supply chain management processes, future production volumes and costs, costs for inputs such as oil, power and sulphur, political stability in Zambia, Peru, Mauritania, Finland, Turkey, Spain, Panama and Australia, adverse weather conditions in any of the foregoing countries, labour disruptions, mechanical failures, water supply, procurement and delivery of parts and supplies to the operations, and the production of off-spec material.
See First Quantum’s annual information form for additional information on risks, uncertainties and other factors relating to the forward-looking statements and information. Although we have attempted to identify factors that would cause actual actions, events or results to differ materially from those disclosed in the forward-looking statements or information, there may be other factors, many of which are beyond the control of First Quantum, that might cause actual results, performances, achievements or events to differ from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking statements or information.
While First Quantum may elect to update the forward-looking statements at any time, First Quantum does not undertake to update them at any particular time or in response to any particular event, other than as may be required by applicable securities laws. Investors and others should not assume that any forward-looking statement in this press release represent management’s estimate as of any date other than the date of this press release.
This press release does not constitute an offer to buy or an invitation to sell, or the solicitation of an offer to buy or invitation to sell, any of the securities of First Quantum or Inmet. Such an offer may only be made pursuant to an offer and take-over bid circular filed with the securities regulatory authorities in Canada.
First Quantum has also filed with the U.S. Securities and Exchange Commission (“SEC”) a Registration Statement, which includes the offer and take-over bid circular relating to its offer to Inmet shareholders. FIRST QUANTUM URGES INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION STATEMENT, THE OFFER AND TAKE-OVER BID CIRCULAR AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC AND CANADIAN SECURITIES REGULATORY AUTHORITIES, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors may obtain a free copy of the offer and take-over bid circular and other documents filed by First Quantum with the Canadian securities regulators at www.sedar.com and with the SEC at the SEC’s website at www.sec.gov. The offer and take-over bid circular and other documents may also be obtained free of charge from First Quantum’s website at www.first-quantum.com or upon request made to First Quantum at 8th Floor, 543 Granville Street, Vancouver, British Columbia V6C 1X8.
For further information visit our web site atwww.first-quantum.com
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