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TORONTO, March 22 /CNW/ - Equinox Minerals Limited (TSX: EQN) (ASX: EQN) ("Equinox" or the "Company") notes the comments made by the board of Lundin Mining Corporation ("Lundin") regarding Equinox's offer to acquire Lundin for approximately C$4.8 billion in cash and shares (the "Offer"), which was announced on February 28, 2011.
In a press release dated March 20, 2011 and the conference call on March 21, 2011, Lundin commented on certain factors associated with Equinox's Offer. Importantly the Lundin board did not dispute that Equinox's Offer is superior to the proposed nil-premium merger with Inmet. Trading in Lundin's stock since the announcement of Equinox's Offer also reflects the implied value of the Offer and suggests shareholders agree that it is clearly superior to the recommended Inmet offer. Equinox believes its Offer remains superior to the nil-premium merger announced and recommended by Lundin and Inmet on January 12, 2011 and urges Lundin shareholders to reject the proposed nil-premium merger and accept Equinox's superior Offer.
In its press release and conference call Lundin fails to recognize that without Equinox's Offer supporting Lundin's current share price, the value of Lundin shares is likely to fall materially.
Equinox's President and Chief Executive Officer Craig Williams commented, "Our Offer reflects a superior value proposition as well as the choice to participate in a company with one of the most attractive and lower risk growth profiles in the industry. Lundin shareholders deserve an opportunity to vote against the nil-premium merger and accept our superior, premium proposal. We remain confident Lundin shareholders will agree that our premium proposal is superior and reject the nil-premium merger with Inmet that the Lundin Board had previously recommended to their shareholders."
Equinox remains committed to the Offer, which represents superior value to Lundin shareholders and provides better long term prospects for all shareholders in contrast to the nil-premium merger with Inmet or Lundin continuing as an independent entity.
Equinox would like to make the following comments in relation to its Offer:
- Equinox's Offer of C$8.10 per share reflects a 26% premium to the closing price on the TSX of C$6.45 per share on February 25, 2011 (the last trading day before the announcement of the Offer). Lundin shares have not traded above the Equinox offer price, on the TSX, since before June 2008;
- Equinox's 26% premium compares favourably to the average of historical Canadian change of control transactions. The median premium paid in completed Canadian transactions greater than US$200 million since 2007 is 23%;
- Equinox's Offer for Lundin is clearly superior to the "nil-premium" offer made by Inmet which has been recommended by the Lundin Board. Equinox believes its Offer remains highly attractive to shareholders, as evidenced by Lundin shares trading well above the implied value of the Inmet offer since the announcement of the Offer on February 28, 2011 and by the recent trading of Lundin at levels very close to the implied value of the Offer;
- Equinox believes that a combined company with four high quality expandable copper assets presents a more attractive and lower risk growth profile than that of the proposed merger of Lundin and Inmet. The combined Equinox-Lundin growth profile is expected to deliver substantially higher copper production than a combined Inmet-Lundin into the nearer term strength in the copper price. The proposed Lundin-Inmet combination also carries a higher execution risk profile in light of the significant proportion of future copper production dependant on a more uncertain, large scale greenfield project in Panama - a country with a clearly stated opposition to mining as evidenced by recent statements from the President of Panama and comments made by the CEO of Lundin on the investor conference call of March 21, 2011;
- Equinox has secured a debt package that has been structured so that no short term payments of the bridge are required. Equinox continues to believe debt markets remain strong and that the bridge facility has also been structured to mitigate risks to shareholders in a downside scenario by:
- ensuring there is a minimum of six years before Equinox is obligated to repay any of the principle - the absence of any short term payment demands is a key factor in differentiating Equinox's debt structure from the issues that faced Lundin and other mining companies during the global financial crisis;
- excluding any hedging requirements;
- excluding covenants that involve leverage ratios or links to commodity prices;
- excluding any requirements for asset divestitures, therefore any asset divestments could be undertaken at an appropriate time of Equinox's choosing to further reduce debt; and
- excluding any obligations to issue pure equity instruments as part of a refinancing plan.
- Equinox has secured a debt package that ensures the debt remains serviceable in downside copper price scenarios. Equinox stress tested the bridge facility and senior secured notes utilizing US$3.50 per pound of copper in 2011 moving down to a longer term price of US$1.75 per pound of copper by 2014. In contrast, based on current analyst consensus copper prices, Equinox would expect to return to a net cash position within four years after incurring planned capital expenditure for expansions within the combined company and including any incremental debt service costs;
- Equinox's Offer contains customary conditions for an offer of this nature, and is not "highly conditional" as Lundin claims. There is no financing condition as part of our offer and the bridge commitments do not contain any additional conditions that would inhibit Equinox's ability to complete the Offer. The condition that the Lundin-Inmet nil-premium merger is terminated could be satisfied quickly through Lundin shareholders rejecting this unattractive alternative at the upcoming shareholder vote on April 4, 2011. On other fronts Equinox management has been systematically working through the steps required to complete the acquisition of Lundin including extending the Offer into Sweden, mailing a circular to Equinox shareholders to convene the Equinox shareholder meeting, and applying for required customary consents. With these concrete steps Equinox is moving steadily towards consummating this transaction and we remain confident that we will complete the acquisition of Lundin in a timely manner; and
- Equinox's offer is fully compliant with US Law.
About Equinox
Equinox Minerals Limited is an international mining company dual-listed on the Canadian (Toronto) and Australian stock exchanges.
The Company is currently focused on operating its 100% owned large scale Lumwana Copper Mine in Zambia and construction of the Jabal Sayid Copper-Gold project in the Kingdom of Saudi Arabia.
Equinox acquired the Lumwana project in 1999 and following nearly 10 years of feasibility, financing and construction, commissioned the mine, plant and infrastructure in December 2008. Situated 220 kilometres northwest of the Zambian Copperbelt, Lumwana is now a major copper mine which has established Equinox as one of the world's top 20 copper producing companies.
Equinox recently acquired the Jabal Sayid project as the project entered the construction phase with first production scheduled for 2012. Jabal Sayid is located within the Arabian Shield minerals province, 350 kilometres north-east of the Red Sea port city of Jeddah, the commercial capital of Saudi Arabia, and 120 kilometres south-east of Medina.
For information on Equinox and technical details on the Lumwana and Jabal Sayid projects please refer to the company website at www.equinoxminerals.com
Cautionary Notes
Forward-Looking Statements
Certain information contained or incorporated by reference in this press release include forward-looking statements, which may include, but is not limited to, statements with respect to the future financial or operating performances of Equinox, its subsidiaries and their respective projects, the timing and amount of estimated future production, estimated costs of future production, capital, operating and exploration expenditures, costs and timing of the expansion of the Lumwana copper mine in Zambia and development of the Jabal Sayid copper-gold project in the Kingdom of Saudi Arabia, the future price copper and uranium, the estimation of mineral reserves and mineral resources, the realization of mineral reserve estimates, the costs of Equinox's hedging policy, costs and timing of future exploration, requirements for additional capital, government regulation of exploration, development and mining operations, environmental risks, reclamation and rehabilitation expenses, title disputes or claims, and limitations of insurance coverage. All statements, other than statements of historical fact, are forward-looking statements. Forward-looking statements can often, but not always, be identified by the use of words such as "plans", "expects", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "predicts", "potential", "continue" or "believes", or variations (including negative variations) of such words; or statements that certain actions, events or results "may", "could", "would", "should", "might", "potential to", or "will" be taken, occur or be achieved or other similar expressions concerning matters that are not historical facts. The purpose of forward-looking statements is to provide the reader with information about management's expectations and plans. Readers are cautioned that forward-looking statements are not guarantees of future performance.
Forward-looking statements are necessarily based on a number of factors, estimates and assumptions that, while considered reasonable by Equinox as of the date of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Such factors, estimates and assumptions of the Company contained in this news release include, but are not limited to, anticipated financial or operating performances of Equinox, its subsidiaries and their respective projects; future prices of copper and uranium; the estimation of mineral reserves and resources; the realization of mineral reserve estimates; the timing and amount of estimated future production; estimated costs of future production; the grade, quality and content of the concentrate produced; the sale of production and the performance of offtakers; capital, operating and exploration expenditures; costs and timing of development and expansion of Lumwana and Jabal Sayid; the costs of Equinox's hedging policy; the costs and timing of future exploration; requirements for additional capital; government regulation of exploration, development and mining operations; environmental risks; reclamation and rehabilitation expenses; title disputes or claims; that Equinox will acquire 100% interest in Lundin through the Offer; management's assessment of the successful integration of the combined companies upon completion of the Offer; management's expectations of growth and production upon completion of the Offer; the viability of Lundin's assets and projects on a basis consistent with the management's current expectations; there being no significant risks relating to the Company's or Lundin's mining operations, including political risks and instability and risks related to international operations; and limitations of insurance coverage. While the Company considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect.
Readers are cautioned that forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Equinox and/or its subsidiaries to differ materially from those expressed or implied in the forward-looking statements, including the risk that the Offer will not be completed for any reason. Certain of these risks and uncertainties are described in more detail in the section entitled "Risks Factors" in the Company's Annual Information Form dated March 15, 2010 and in the Company's most recently filed Management's Discussion and Analysis, to which readers are referred and which are incorporated by reference in this news release. The Company's Annual Information Form and its most recently filed Management's Discussion and Analysis are available on SEDAR at www.sedar.com and on the Company's website at www.equinoxminerals.com.
Although Equinox has attempted to identify statements containing important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Forward-looking information contained herein are made as of the date of this document based on the opinions and estimates of management on the date statements containing such forward looking information are made, and Equinox disclaims any obligation to update any forward-looking information, whether as a result of new information, estimates or opinions, future events or results or otherwise, except as required by law. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward looking information.
The information in this announcement concerning Lundin and Lundin's assets and projects is based on publicly available information and has not been independently verified by Equinox. |
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