Click here to close now.

Welcome!

News Feed Item

Andina Minerals Inc. Agrees to Friendly Business Combination With Hochschild Mining Plc

TORONTO, ONTARIO -- (Marketwire) -- 11/08/12 -- Andina Minerals Inc. (TSX VENTURE:ADM) ("Andina" or the "Company") is pleased to announce that it has entered into a binding agreement (the "Support Agreement") with Hochschild Mining PLC ("Hochschild") pursuant to which Hochschild has agreed, subject to the terms of the Support Agreement, to make an offer to purchase all of the outstanding common shares of Andina by way of a friendly take-over bid at a price of C$0.80 per share in cash (the "Offer").

The Offer represents a 106% premium to the 20-day volume weighted average price as at November 7, 2012 of Andina's common shares on the TSX-V and a 100% premium to the closing price of the Company's common shares on the TSX-V, immediately prior to the announcement of the Offer. The transaction values Andina's equity at approximately C$103 million on a fully diluted in-the-money basis.

George Bee, President and CEO of Andina commented on the Offer as follows: "We are pleased to be entering into this transaction with Hochschild. The Offer represents a significant premium to Andina shareholders, and the Board of Andina unanimously supports the Offer. Over the last year, along with the broader market for large-scale gold developers, Andina's share price has declined due to a number of factors. Most importantly, continued capital and operating cost inflation in the mining sector has weighed on the market, along with investor concerns with respect to share dilution arising from a potential decision to develop the Volcan project or raising additional funds to maintain the business. After reviewing the alternatives available to our company, we believe that the Offer is the best option for Andina shareholders."

Hochschild has also entered into a lockup agreement with all of Andina's Directors and Officers and with Mackenzie Financial Corp., who together hold in aggregate approximately 13.7% of the outstanding shares of Andina on a basic shares outstanding basis.

The Support Agreement contains customary deal support provisions including non-solicitation and right to match provisions in favour of Hochschild and the payment to Hochschild of a termination fee of C$4.1 million if the acquisition is not completed in certain specified circumstances. The obligation of Hochschild to take up and pay for Andina common shares pursuant to the Offer is subject to certain conditions, including a sufficient number of shares being tendered to the Offer such that Hochschild would own at least 66 2/3% of Andina's shares on a fully-diluted basis. Hochschild has also agreed to provide Andina with a secured loan of C$1.75 million for general purposes within 5 business days and which will be repaid by Andina if the acquisition is not completed. In addition, Hochschild has agreed to place C$3.75 million into an escrow account which will be released to Andina on the date that Hochschild takes up and pays for Andina shares under the Offer, or otherwise returned to Hochschild if the Support Agreement is terminated.

Hochschild has announced that it intends to commence its Offer and to mail its take-over bid circular as soon as practicable and in any event by November 22, 2012. The Offer will be open for acceptance for a period of not less than 36 days. Andina's Board of Directors has agreed that its Directors' Circular recommending the Offer will be mailed to shareholders at the same time as the mailing of the Hochschild take-over bid circular.

BMO Capital Markets is acting as financial advisor to Andina and Fraser Milner Casgrain LLP is acting as legal counsel to Andina. RBC Capital Markets is acting as financial advisor to Hochschild and Stikeman Elliot LLP is acting as legal counsel to Hochschild.

About Andina Minerals Inc.

Andina's primary focus is mining exploration and development in Chile. The Company's flagship development project is the 100%-owned Volcan Gold Project, strategically located in the prolific Maricunga Gold Belt.

In addition to Andina's extensive underexplored land position surrounding Volcan, the Company holds two other mineral properties located within Chile's primary mining regions.

About Hochschild Plc.

Hochschild is a precious metals company listed on the London Stock Exchange operating in the Americas with a primary focus on the exploration, mining, processing and sale of silver and gold. It is headquartered in Lima and is a constituent of the FTSE 250 Index.

Forward-Looking Information

Certain of the statements made and information contained herein may contain forward-looking statements or forward-looking information within the meaning of applicable securities laws, including the anticipated timing of the transaction. Forward-looking information is based on the views, opinions, intentions and estimates of management at the date the information is made, and is based on a number of assumptions and subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated or projected in the forward-looking information (including the actions of other parties). Many of these assumptions are based on factors and events that are not within the control of Andina and there is no assurance they will prove to be correct. The timing and completion of the proposed transaction is subject to customary conditions, termination rights and other risks and uncertainties. Accordingly, there can be no assurance that the proposed transaction will occur, or that it will occur on the timetable or on the terms and conditions contemplated. The proposed transaction could be modified, restructured or terminated. 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. Andina undertakes no obligation to update forward-looking information except as required by applicable securities laws, or to comment on analyses, expectations or statements made by third parties. The reader is cautioned not to place undue reliance on forward-looking information.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contacts:
Andina Minerals Inc.
George M. Bee
President & CEO
416 203 3488

Andina Minerals Inc.
Derrick Weyrauch
Chief Financial Officer
416 203 3488
www.andinaminerals.com

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

Latest Stories
The last decade was about virtual machines, but the next one is about containers. Containers enable a service to run on any host at any time. Traditional tools are starting to show cracks because they were not designed for this level of application portability. Now is the time to look at new ways to deploy and manage applications at scale. In his session at @DevOpsSummit, Brian “Redbeard” Harrington, a principal architect at CoreOS, will examine how CoreOS helps teams run in production. Attende...
The enterprise market will drive IoT device adoption over the next five years. In his session at @ThingsExpo, John Greenough, an analyst at BI Intelligence, division of Business Insider, analyzed how companies will adopt IoT products and the associated cost of adopting those products. John Greenough is the lead analyst covering the Internet of Things for BI Intelligence- Business Insider’s paid research service. Numerous IoT companies have cited his analysis of the IoT. Prior to joining BI In...
SYS-CON Events announced today that Intelligent Systems Services will exhibit at the 17th International Cloud Expo®, which will take place on November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. Established in 1994, Intelligent Systems Services Inc. is located near Washington, DC, with representatives and partners nationwide. ISS’s well-established track record is based on the continuous pursuit of excellence in designing, implementing and supporting nationwide clients’ ...
Containers are changing the security landscape for software development and deployment. As with any security solutions, security approaches that work for developers, operations personnel and security professionals is a requirement. In his session at DevOps Summit, Kevin Gilpin, CTO and Co-Founder of Conjur, will discuss various security considerations for container-based infrastructure and related DevOps workflows.
SYS-CON Events announced today that Secure Infrastructure & Services will exhibit at SYS-CON's 17th International Cloud Expo®, which will take place on November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. Secure Infrastructure & Services (SIAS) is a managed services provider of cloud computing solutions for the IBM Power Systems market. The company helps mid-market firms built on IBM hardware platforms to deploy new levels of reliable and cost-effective computing and hig...
In his session at 16th Cloud Expo, Simone Brunozzi, VP and Chief Technologist of Cloud Services at VMware, reviewed the changes that the cloud computing industry has gone through over the last five years and shared insights into what the next five will bring. He also chronicled the challenges enterprise companies are facing as they move to the public cloud. He delved into the "Hybrid Cloud" space and explained why every CIO should consider ‘hybrid cloud' as part of their future strategy to achie...
With major technology companies and startups seriously embracing IoT strategies, now is the perfect time to attend @ThingsExpo in Silicon Valley. Learn what is going on, contribute to the discussions, and ensure that your enterprise is as "IoT-Ready" as it can be! Internet of @ThingsExpo, taking place Nov 3-5, 2015, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with 17th Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading in...
DevOps tends to focus on the relationship between Dev and Ops, putting an emphasis on the ops and application infrastructure. But that’s changing with microservices architectures. In her session at DevOps Summit, Lori MacVittie, Evangelist for F5 Networks, will focus on how microservices are changing the underlying architectures needed to scale, secure and deliver applications based on highly distributed (micro) services and why that means an expansion into “the network” for DevOps.
Today air travel is a minefield of delays, hassles and customer disappointment. Airlines struggle to revitalize the experience. GE and M2Mi will demonstrate practical examples of how IoT solutions are helping airlines bring back personalization, reduce trip time and improve reliability. In their session at @ThingsExpo, Shyam Varan Nath, Principal Architect with GE, and Dr. Sarah Cooper, M2Mi’s VP Business Development and Engineering, will explore the IoT cloud-based platform technologies drivi...
Agile, which started in the development organization, has gradually expanded into other areas downstream - namely IT and Operations. Teams – then teams of teams – have streamlined processes, improved feedback loops and driven a much faster pace into IT departments which have had profound effects on the entire organization. In his session at DevOps Summit, Anders Wallgren, Chief Technology Officer of Electric Cloud, will discuss how DevOps and Continuous Delivery have emerged to help connect dev...
SYS-CON Events announced today that JFrog, maker of Artifactory, the popular Binary Repository Manager, will exhibit at SYS-CON's @DevOpsSummit Silicon Valley, which will take place on November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. Based in California, Israel and France, founded by longtime field-experts, JFrog, creator of Artifactory and Bintray, has provided the market with the first Binary Repository solution and a software distribution social platform.
The basic integration architecture, as defined by ESBs, hasn’t changed for more than a decade. Most cloud integration providers still rely on an ESB architecture and their proprietary connectors. As a result, enterprise integration projects suffer from constraints of availability and reliability of these connectors that are not re-usable across other integration vendors. However, the rapid adoption of APIs and almost ubiquitous availability of APIs amongst most SaaS and Cloud applications are ra...
SYS-CON Events announced today that Harbinger Systems will exhibit at SYS-CON's 17th International Cloud Expo®, which will take place on November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. Harbinger Systems is a global company providing software technology services. Since 1990, Harbinger has developed a strong customer base worldwide. Its customers include software product companies ranging from hi-tech start-ups in Silicon Valley to leading product companies in the US a...
SYS-CON Events announced today that Dyn, the worldwide leader in Internet Performance, will exhibit at SYS-CON's 17th International Cloud Expo®, which will take place on November 3-5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. Dyn is a cloud-based Internet Performance company. Dyn helps companies monitor, control, and optimize online infrastructure for an exceptional end-user experience. Through a world-class network and unrivaled, objective intelligence into Internet condit...
Explosive growth in connected devices. Enormous amounts of data for collection and analysis. Critical use of data for split-second decision making and actionable information. All three are factors in making the Internet of Things a reality. Yet, any one factor would have an IT organization pondering its infrastructure strategy. How should your organization enhance its IT framework to enable an Internet of Things implementation? In his session at @ThingsExpo, James Kirkland, Red Hat's Chief Arch...