TORONTO, ONTARIO--(Marketwire - June 15, 2011) - (News - Market indicators)(TSX:BWR.WT.A) Breakwater Resources Ltd. ("Breakwater") today announced that it has entered into a binding agreement (the "Support Agreement") with Nyrstar NV ("Nyrstar") pursuant to which Nyrstar has agreed to make an all-cash offer to acquire all of the issued and outstanding shares of Breakwater by way of a friendly take-over bid. Under the terms of the Support Agreement, Breakwater shareholders will receive the following consideration for each share held:
- C$7.00 in cash per common share, representing a total value of approximately C$619 million to be paid by Nyrstar (the "Nyrstar Offer").
- A special dividend of C$0.50 in cash per common share (the "Breakwater Special Dividend") to be declared payable to Breakwater shareholders of record on the business day immediately prior to the take-up of shares by Nyrstar pursuant to the offer. This represents a total value of approximately C$44 million to be paid by Breakwater, as consented to by Nyrstar under the Support Agreement.
The Nyrstar Offer, together with the Breakwater Special Dividend, (collectively, the "Consideration") implies a total transaction value to Breakwater shareholders of approximately C$663 million on a fully diluted basis (including shares to be issued from the conversion of options and warrants).
The Consideration represents a premium of approximately 44% over Breakwater's closing share price of C$5.20 on the Toronto Stock Exchange (the "TSX") on June 14, 2011 and a premium of 41% to Breakwater's volume weighted average price of C$5.31 on the TSX for the 20 trading days ending prior to the announcement of the Nyrstar Offer.
Breakwater's Board of Directors has unanimously recommended that shareholders tender their shares in favour of the Nyrstar Offer. Financial advisor, GMP Securities L.P. has provided an opinion to the Breakwater Board of Directors that the Consideration to be received by Breakwater shareholders under the Nyrstar Offer is fair, from a financial point of view, to the Breakwater shareholders. Breakwater's largest shareholder, Dundee Corporation, which owns approximately 22.1% of Breakwater's outstanding shares, as well as Breakwater's directors and key officers, have each entered into lock-up agreements pursuant to which each has agreed to tender common shares held by them in favour of the Nyrstar Offer (in total representing approximately 22.6% of outstanding shares).
Commenting on the offer, Breakwater's Chief Executive Officer, David M. Petroff said: "The offer made by Nyrstar represents an attractive and fair premium to the current share price. The tremendous efforts of our employees and the investments in the productivity and efficiency of our operations have been effective in drawing the attention of an internationally respected integrated smelting company. Nyrstar's Offer provides Breakwater's shareholders with immediate liquidity and accordingly, we are recommending shareholders tender their shares to the Nyrstar Offer."
The Nyrstar Offer is conditional on a number of customary conditions including a minimum acceptance condition of 66 2/3%, receipt of all regulatory approvals and no material adverse change in Breakwater's business. The support agreement between Breakwater and Nyrstar provides for, among other things, a non-solicitation covenant on the part of Breakwater subject to customary "fiduciary out" provisions, a right in favour of Nyrstar to match any superior proposal and a payment to Nyrstar of a termination fee of C$20 million in certain circumstances, including if Breakwater accepts a superior proposal.
Breakwater's Directors' Circular and Nyrstar's Take-Over Bid Circular are expected to be mailed to shareholders and subsequently filed on SEDAR at www.sedar.com shortly. The Nyrstar Offer will be open for acceptance for a period of not less than 35 days from its commencement.
Breakwater Resources Ltd. will hold a conference call on Wednesday, June 15, 2011, commencing at 7:00 a.m. (ET) to discuss Nyrstar's offer. David Petroff, Chief Executive Officer will host the call which will also be accessible via a live webcast.
Phone: 1-800-319-4610 (Canada and USA) or +1-604-638-5340 (outside of Canada and USA).
Webcast: http://services.choruscall.com/links/breakwater110616.html.
After the broadcast, an archive of the webcast will be available at the above URL.
Breakwater is a mining, exploration and development company which produces and sells zinc, copper, lead and gold concentrates to customers around the world. The Company's concentrate production is derived from three mines in Chile, Honduras and Canada. Breakwater is preparing the Langlois mine in Quebec, Canada for production in the first quarter of 2012.
Norton Rose OR LLP is providing legal advice to Breakwater.
Nyrstar is a leading global multi-metals business, producing significant quantities of zinc and lead as well as other products (including silver, gold and copper). Nyrstar is listed on NYSE Euronext Brussels under the symbol NYR. For further information visit the Nyrstar website, www.nyrstar.com.
RBC Capital Markets and Goldman, Sachs & Co. are acting as financial advisors to Nyrstar and Goodmans LLP is providing legal advice.
Forward-Looking Statements
This news release contains forward-looking statements regarding the proposed offering. The words "expect", "will", "intend" and similar expressions identify forward-looking statements. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties and contingencies. The Company cautions the reader that such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from those expressed or implied by those forward-looking statements. These risks, uncertainties and other factors include, but are not limited to: our financial condition and operations, market metal prices, current global financial conditions, and regulatory approvals. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management at the date of such statements, are inherently subject to significant business, economic, social, political and competitive uncertainties and contingencies. For additional information with respect to risks, uncertainties and assumptions, please also refer to the "Risk Factors" in Company's most recent Annual Information Form filed on SEDAR at www.sedar.com under the Company's profile. These forward-looking statements are made as of the date of this news release only and the Company does not assume any obligation to update or revise them to reflect new information, estimates or opinions, future events or results or otherwise, except as required by applicable law.
