Equinox Board Agrees to Recommend Barrick Offer of C$8.15 per share for the Company
TORONTO, April 25 /CNW/ - Equinox Minerals Limited (TSX and ASX symbol: "EQN") ("Equinox" or the "Company") announced today that it has entered into an agreement (the "Support Agreement") with Barrick Gold Corporation ("Barrick") pursuant to which Barrick has agreed, subject to the terms of the Support Agreement, to make an offer to purchase all outstanding common shares of Equinox by way of negotiated take-over bid at a price of C$8.15 per share in cash (the "Offer").
Following Minmetals Resources Limited's ("MMR") announcement on April 3, 2011 of its intention to offer C$7.00 per share for Equinox, the Company received enquiries from a number of parties, including Barrick, expressing an interest in acquiring the Company. After consultation with its financial and legal advisers, the Board of Directors of Equinox has unanimously determined that the Offer is fair to the holders of Equinox common shares and is in the best interests of the Company and has agreed to recommend to shareholders that they accept the Offer. Each of CIBC World Markets Inc., Goldman, Sachs & Co., and TD Securities Inc., the financial advisors to the Company, has provided a verbal opinion to the effect that, as of the date of such opinions and based upon and subject to the assumptions, limitations, and qualifications stated in such opinions, the consideration proposed to be paid to the holders of Equinox common shares (other than Barrick and its affiliates) pursuant to the Offer is fair from a financial point of view to such holders.
Peter Tomsett, Equinox Chairman said "Barrick is making an attractive offer to our shareholders that recognizes the value and potential of our company, and we are extremely pleased to announce this transaction. The Board, in conjunction with our financial and legal advisors, has made a thorough assessment of the options available to us, and determined that the value and certainty offered by this transaction is an excellent opportunity for our shareholders to realize significant value."
The Offer represents a 30% premium to the closing price on the TSX of the Company's common shares, the day before Equinox announced its offer (the "Lundin Offer") for Lundin Mining Corporation on February 25, 2011 and a 42% premium to the Equinox share price on April 1, 2011, the last trading day prior to the announcement of the MMR unsolicited proposal. The Offer of C$8.15 per share is C$1.15 per share higher than the unsolicited proposal by MMR of C$7.00 per share which equates to an increase of approximately C$1 billion or 16.4%.
Commenting on the transaction, Craig R. Williams, Equinox President and Chief Executive Officer stated "I founded this company 18 years ago, along with the late Dr. Bruce Nisbet, with a vision of creating a world class copper company. We have come a long way since that time and I am pleased to say we have exceeded my expectations in creating a leading copper growth company. The offer by Barrick reflects the value created through this success and is an attractive opportunity for Equinox shareholders to realise a significant premium for their shares in an all cash deal at a time of historically strong copper prices".
Under the terms of the Support Agreement Equinox has agreed to withdraw or terminate the Lundin Offer or allow the Lundin Offer to expire, in each case, without taking up any shares under the Lundin Offer. Accordingly Equinox has cancelled its shareholders meeting in relation to the Lundin Offer previously scheduled for 10:00am EDT on May 6, 2011.
Pursuant to the Support Agreement, Equinox may not solicit other offers, but is entitled to consider any acquisition proposals made by third parties as part of their fiduciary duty. The Support Agreement also provides for, among other things, customary provisions relating to support of the Company's board of directors, non-solicitation and right to match covenants in favour of Barrick and the payment to Barrick of a termination fee of C$250 million if the acquisition is not completed in certain specified circumstances. The obligation of Barrick to take up and pay for Equinox common shares pursuant to the Offer is subject to certain conditions, including a sufficient number of shares being tendered to the Offer such that Barrick would own at least 66⅔% of the Company's shares on a fully-diluted basis, the receipt of certain approvals from the Governments of Canada, Australia and the Republic of Zambia and the absence of a material adverse change with respect to Equinox and certain other conditions. The Offer is not conditional on financing. Barrick may waive certain conditions of the Offer in certain circumstances. If the Offer is successful, Barrick has agreed to take steps available to it under relevant corporate and securities laws to acquire any remaining outstanding Equinox common shares.
Barrick has announced that it intends to commence its Offer on or about April 26, 2011 and to mail its take-over bid circular shortly thereafter. The Offer will be open for acceptance for a period of not less than 35 days. The Board of Equinox has agreed that its Director's Circular recommending the Offer will be mailed to shareholders at the same time as or as soon as reasonably practicable after the mailing of the Barrick take-over bid circular. The details of the Offer will be contained in the take-over bid circular.
CIBC World Markets Inc., Goldman, Sachs & Co., and TD Securities Inc. are acting as financial advisors to Equinox and Osler, Hoskin & Harcourt LLP and Allen & Overy LLP are acting as legal counsel to 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 its interest in the Jabal Sayid project (70% owned; Equinox is in the process of acquiring the remaining 30%) 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
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; there being no significant risks relating to the Company'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 14, 2011 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.
For further information:
|Investors and analysts||Media - Australia|
| Craig R Williams |
President and Chief Executive
VP Business Development
Head of Investor Relations
Canada: +1 416 865 3393
Australia: +61 8 9322 3318
| Michael Vaughan / Andrew Stokes |
Phone +61 (0) 2 8298 6100 or +61 422 602 720
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Lute and Company
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Lumwana Mining Company
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