TORONTO, CANADA--(Marketwire - Sept. 5, 2012) - Inmet Mining Corporation (News - Market indicators) ("Inmet") today announced that it intends to make an offer ("Offer") to acquire all of the outstanding common shares of Petaquilla Minerals Ltd. ("Petaquilla"). Inmet is prepared to offer C$0.48 in cash or .0109 Inmet shares for each Petaquilla common share (or a combination thereof) implying a total equity purchase price of approximately C$112 million. Subject to Petaquilla's cooperation through a transaction supported by Petaquilla's Board, in addition to the above consideration, Inmet would permit Petaquilla to proceed with a spin-out (the "Spin-out") of Petaquilla's assets in Spain (the "Lomero-Poyatos Assets") to Petaquilla shareholders.
The Offer (not including the Spin-out) represents a 37 percent premium to the closing price of the Petaquilla common shares on the Toronto Stock Exchange as at September 5, 2012 and a premium of 30 percent to the 20-day volume weighted average price. Assuming all Petaquilla shareholders receive Inmet shares, Inmet would issue approximately 2.5 million shares (approximately 3.5% of Inmet's shares pro forma the transaction). Full details of the Offer will be included in the formal offer and take-over bid circular to be filed with securities regulatory authorities and mailed to Petaquilla shareholders.
Inmet believes that the Offer is extremely attractive to Petaquilla shareholders for the following reasons:
- It represents a substantial premium, and provides flexibility to select consideration in the form of cash or Inmet shares
- The Spin-out, if supported by Petaquilla's Board, would allow Petaquilla shareholders to retain potential upside of the Lomero-Poyatos Assets
- It provides a significantly more viable alternative to the debt financing proposed by Petaquilla management given Petaquilla's financial condition
- Inmet is an established operator and developer with a strong record of corporate responsibility, governance, environmental management and generating shareholder returns
- It will enhance environmental compliance and commitment to sustainable employment in Panama
- It contains minimal conditions
Inmet is developing the US$6.2 billion Cobre Panama copper-gold porphyry project, Panama's largest ever mine development and a significant contributor to Panama's economy. Inmet intends to continue operating Petaquilla's Molejon gold mine, which is adjacent to Cobre Panama, applying its expertise as an experienced, well-regarded operator. Inmet believes that providing the Molejon workforce with an opportunity to transition into the Cobre Panama operation after the exhaustion of the Molejon deposit will be an important factor in our commitment to sustainable employment.
The Offer will be fully financed and will not require approval by Inmet shareholders. The Offer will be open for acceptance for at least 35 days following the mailing of the circular and will be subject to customary conditions, including acceptance by holders of at least 50.1% of Petaquilla's outstanding shares (on a fully diluted basis), no further financings (debt and/or equity), no spin out of assets, no material adverse changes, certain due diligence and receipt of all necessary regulatory approvals. In particular, Inmet must receive and review copies of the material agreements and other material instruments that Petaquilla has not publicly filed, and Petaquilla must not complete its previously announced US$210 million high yield debt offering.
Inmet has formally requested a Petaquilla security holder list today and intends to file and mail the take-over bid documents as soon as practicable following receipt of this information.
This press release does not constitute an offer to buy or the solicitation of an offer to sell any of the securities of Petaquilla. Such an offer may only be made pursuant to an offer and take-over bid circular filed with the securities regulatory authorities in Canada.
Inmet's financial advisor is Dundee Capital Markets.
Conference Call Details
Inmet will host a conference call on Thursday, September 6, 2012 at 8:30 am Eastern Time. Analysts and interested investors are invited to participate as follows, and will need to enter a pass code as specified below:
- Conference Call:
Local: 416-340-2217; Toll-Free: 1-866-696-5910
Participant Pass Code: 7760548
- Conference Call Replay:
A recording will be available until midnight Thursday, September 20, 2012 at the following numbers:
Local: 905-694-9451; Toll-Free: 1- 800-408-3053
Pass Code: 1470370
Forward-Looking Information
Securities regulators encourage companies to disclose forward-looking information to help investors understand a company's future prospects. This press release contains forward-looking information. These are "forward-looking" because we have used what we know and expect today to make a statement about the future. Forward-looking statements usually include words such as may, expect, anticipate, and believe or other similar words. Forward-looking statements (including with respect to the Offer and capital cost estimates) are based on assumptions that we believe to be reasonable. However, actual events and results could be substantially different because of the risks and uncertainties associated with our business or events that happen after the date of this press release. You should not place undue reliance on forward-looking statements.
About Inmet
Inmet is a Canadian-based global mining company that produces copper and zinc. We have three wholly-owned mining operations: Çayeli (Turkey), Las Cruces (Spain) and Pyhäsalmi (Finland). We also have an 80 percent interest in Cobre Panama, a development property in Panama, currently in construction.
This press release is also available at www.inmetmining.com.
