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Re: News Release - Monday, April 14, 2008
Teck Cominco to Acquire Global Copper Corp.
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Global will hold a conference call to discuss the transaction with Teck
on April 14 at 8:30am (Pacific Time). Call-in information is provided
at the end of this news release.
News Release: 08-05
Vancouver, British Columbia - Global Copper Corp. (TSX:GLQ) and Teck
Cominco Limited (TSX:TCK.A and TCK.B, NYSE:TCK) announced today they
have entered into an agreement for Teck to acquire Global by way of an
arrangement under the Business Corporations Act (British Columbia).
Global's principal asset is the Relincho copper/molybdenum deposit
located in northern Chile, approximately 660 kilometers north of
Santiago.
Under the arrangement, Global shareholders will receive C$12.00 or
0.26667 of a Teck Class B subordinate voting share per Global common
share, subject to pro-ration, and one share of a new company, to be
named Lumina Copper Corp.
At full pro-ration, Global shareholders will receive C$3.00 in cash and
0.2 of a Teck Class B share per Global common share. If the market
price of Teck Class B shares at closing is less than C$45.00 per share,
Teck will pay additional consideration, in cash or Teck Class B shares,
such that the consideration payable for each Global share has a value
of C$12.00. If at closing the market price of Teck Class B shares
exceeds C$55.00, the number of Teck Class B shares to be issued will be
reduced so that the value of the consideration per Global share does
not exceed C$14.00. Teck expects to issue approximately 6.9 million
Teck Class B shares and to pay approximately $104 million in cash in
connection with the transaction.
Lumina Copper Corp. will hold all assets of Global other than the
Relincho project, including Global's interest in the Taca Taca and San
Jorge properties in
Argentina, $10 million in cash and a 1.5% net
smelter return royalty in respect of the Relincho project, payable
commencing in the fifth year after the start of commercial production.
The transaction effectively values the Relincho project at a minimum of
$415 million. The $12.00 minimum consideration payable by Teck
represents a premium of 29% to the 20 day volume weighted average price
of Global common shares on the Toronto Stock Exchange as at April 11,
2008, excluding the value of the Lumina shares to be received by Global
shareholders.
Ross Beaty, Chairman of Global said, "I am very pleased with Teck's
excellent offer to acquire our company. I know Teck well - it is an
outstanding diversified mining company with extensive copper operations
in Chile and is fully capable of developing Relincho into a major mine.
Global shareholders will retain exposure to Relincho's future
development through the Relincho royalty, and plenty of exposure to
copper and exploration potential through the assets in our new company
once this deal closes. I encourage all Global shareholders to vote in
favour of this transaction."
Don Lindsay, President and Chief Executive Officer of Teck, said, "We
are very pleased to be able to make this substantial addition to our
Chilean copper portfolio, which already includes two operating mines
with excellent near-term potential for further development and the
largest foreign-owned portfolio of exploration lands in the country.
Based on Global's published resource estimate for Relincho, this
acquisition will increase Teck Cominco's measured and indicated copper
resources by approximately 25% on a contained copper basis."
Teck and Global have entered into an agreement providing for, among
other things, a non-solicitation covenant on the part of Global,
subject to customary "fiduciary out" provisions that entitle Global to
consider and accept a superior proposal, a right in favour of Teck to
match any superior proposal and the payment to Teck of a termination
payment of C$12.5 million in certain circumstances.
Closing of the transaction is subject to customary conditions,
including approval by Global shareholders, and the receipt of court and
necessary regulatory approvals. Holders of 40.4% of outstanding Global
shares, including all of Global's directors and officers, have agreed
to vote in favour of the transaction.
The Boards of Directors of both companies have unanimously approved the
transaction. The Board of Directors of Global, after consultation with
its financial and legal advisors and based, in part, upon the unanimous
recommendation of an independent committee of the Board of Directors of
Global, has determined unanimously that the arrangement is fair to
Global's shareholders and is in the best interest of Global and
Global's shareholders. Global's Board unanimously recommends that
Global shareholders vote in favour of the arrangement. Raymond James
Ltd. has provided an opinion that the transaction is fair, from a
financial point of view, to Global shareholders. Borden Ladner Gervais
LLP is acting as legal counsel to Global. Teck's financial advisors
are BMO Capital Markets. Its legal advisors are Lang Michener LLP.
Full details of the transaction will be included in an information
circular to be mailed to Global shareholders in accordance with
applicable securities laws. The transaction is expected to close on or
before September 30, 2008.
About Teck Cominco
Teck is a diversified mining company, headquartered in Vancouver,
Canada. Shares are listed on the Toronto Stock Exchange under the
symbols TCK.A and TCK.B and the New York Stock Exchange under the
symbol TCK. The company is a significant producer of copper, zinc,
metallurgical coal and specialty metals, and has interests in several
oil sands development assets. Further information can be found at
www.teckcominco.com.
About Global
Global is a Vancouver and Santiago based copper exploration company
that controls the Relincho copper/molybdenum project in Chile, and the
Taca Taca and San Jorge copper/gold projects in
Argentina. Global's
shares trade on the Toronto Stock Exchange under the symbol GLQ. The
Company has 32,854,949 shares issued and outstanding and 34,609,149
shares on a fully diluted basis.
About The Relincho Project
The Relincho project is located in Region III, Chile approximately 660
kilometers north of Santiago and 54 kilometers northeast of the town of
Vallenar. It consists of a large "Andean style" copper/molybdenum
porphyry system. Global has been exploring and developing the Relincho
project since June 2006. Further information about Relincho can be
found at www.globalcoppercorp.com
About Lumina Copper Corp
Lumina Copper Corp. will own the Taca Taca copper/gold project located
in northern
Argentina. In January 2008, Global granted an option to
Rio Tinto plc to earn a 75% interest in Taca Taca and Rio Tinto is
currently engaged in an exploration drilling campaign. As well, the
company will own the San Jorge copper/gold project located in central
Argentina. In May 2006, Global granted Coro Mining an option to earn
a 100% interest in the San Jorge project, subject to Coro making share
and cash payments to Global based on the contained copper reserves in
the feasibility study under preparation. Further information about Taca
Taca and the Rio Tinto agreement, and about San Jorge and the Coro
agreement, can be found at www.globalcoppercorp.com.
Lumina Copper Corp. will also own 6.28 million shares and 3.9 million
warrants of Los Andes Copper, an exploration company currently
developing the Vizcachitas copper/molybdenum project in Region IV,
Chile, and a 2% NSR open pit mining royalty and a 1% NSR underground
mining royalty on certain mineral claims that make up the Vizcachitas
project. In addition, Lumina will hold $10 million in cash and the 1.5%
Relincho NSR royalty as described above.
Contact
Global Copper Corp
David Strang
President & CEO
1-604-687-0407 (ext. 103)
dstrang@globalcoppercorp.com
Teck Cominco Limited
Greg Waller
Vice President, Investor Relations & Strategic Analysis
1-604-685-3005
greg.waller@teckcominco.com
Global Conference Call
Call-in details for the conference call Global will hold on April 14 at
8:30am are:
North America toll-free: 1-800-869-6176
International: 1-785-830-7976
A replay of the conference call will be available on Global's website
at www.globalcoppercorp.com from April 15 onwards.
Forward-Looking Statements
This press release contains certain forward-looking statements within
the meaning of the United States Private Securities Litigation Reform
Act of 1995 and forward-looking information as defined in the
Securities Act (Ontario). Forward-looking statements and information
can be identified by the use of words such as "expects", "is expected",
"potential" or variations of such words and phrases or statements that
certain actions, events or results "may", "could", "should", "would",
"might" or "will" be taken, occur or be achieved.
Forward-looking statements involve known and unknown risks,
uncertainties and other factors, which may cause the actual results,
performance or achievements of Global or Teck to be materially
different from any future results, performance or achievements
expressed or implied by the forward-looking statements. These
forward-looking statements include estimates, forecasts, and statements
as to management's expectations concerning the copper reserves and
resources of Global. These forward-looking statements involve numerous
assumptions, risks and uncertainties and actual results may vary
materially. These statements are based on a number of assumptions,
including, among others, assumptions regarding general business and
economic conditions, commodity prices, interest rates, costs of
construction and costs of production, production and productivity
levels, market competition, and receipt of necessary approvals The
foregoing list of assumptions is not exhaustive. Events or
circumstances could cause actual results to differ materially.
Factors that may cause actual results to vary include, but are not
limited to: risks relating to exploration and potential development of
Global's projects, business and economic conditions in the mining
industry generally, the supply and demand for labour and other project
inputs, prices for commodities to be produced, changes in commodity
prices, changes in interest and currency exchange rates, inaccurate
geological and engineering assumptions (including with respect to the
tonnage, grade and recoverability of reserves and resources),
unanticipated operational difficulties (including failure of plant,
equipment or processes to operate in accordance with specifications or
expectations, cost escalation, unavailability of materials and
equipment, government action or delays in the receipt of government
approvals, industrial disturbances or other job action, and
unanticipated events related to health, safety and environmental
matters), political risk, social unrest, changes in general economic
conditions or conditions in the financial markets and other risk
factors as detailed from time to time in Global's reports filed with
the Canadian securities administrators.
Certain of these risks are described in more detail in the annual
information form of Global and in its public filings with the Canadian
securities administrators. Global does not assume the obligation to
revise or update these forward-looking statements after the date of
this document or to revise them to reflect the occurrence of future
unanticipated events, except as may be required under applicable
securities laws.
GLOBAL COPPER CORP
Signed: "David Strang"
David Strang, President & CEO
For further information contact:
David Strang, President & CEO
dstrang@globalcoppercorp.com
tel: + 604 687 0407
fax: + 604 687 7041
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Copyright (c) 2008 GLOBAL COPPER CORP. (GLQ) All rights reserved. For
more information visit our website at http://www.globalcoppercorp.com/
or send mailto:info@globalcoppercorp.com
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