Equinox Response to Lundin's Circular
posted on
Mar 22, 2011 08:27AM
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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.