|By PR Newswire||
|February 24, 2014 07:00 AM EST||
Directors, Officers and Shareholders holding over 33% of Augusta's Common Shares (on a fully diluted basis) have advised Augusta that they WILL NOT TENDER to Hudbay's Unsolicited Offer
TORONTO, Feb. 24, 2014 /CNW/ - Augusta Resource Corporation (TSX/NYSE MKT: AZC) ("Augusta" or the "Company") today announced that its Board of Directors unanimously recommends that Augusta shareholders REJECT the unsolicited offer (the "Unsolicited Offer") from Hudbay Minerals Inc. ("Hudbay") to acquire all of the outstanding common shares of Augusta.
Commenting on the offer, Richard Warke, Augusta's Executive Chairman, said, "The unsolicited offer is grossly inadequate and does not come close to recognizing the full and fair value of Augusta and the world-class Rosemont project. It not only is opportunistic, failing to compensate Augusta's shareholders adequately at a time when the Company is at an inflection point of significant value creation, but it replaces this lost value with an increased exposure to risk. Our Board rejects this low ball bid, and recommends that our shareholders do not tender their common shares."
In making this recommendation the Board considered a number of factors including the following:
- The Unsolicited Offer fails to recognize the strategic value of Augusta's Rosemont project.
a) Rosemont is a scarce, large scale, construction ready copper asset.
b) Rosemont is located in a safe, politically stable and highly desirable jurisdiction.
c) Rosemont is a low capital intensity, low cost project.
d) Rosemont offers expansion and exploration potential.
- The timing of the Unsolicited Offer is highly opportunistic given that permitting is nearing completion and construction at the Rosemont project is imminent.
a) Augusta has received seven of the eight major permits for the Rosemont project and the Board is confident that the last major permit, the Clean Water Act 404 permit, will be issued by the end of the second quarter of 2014.
b) The Board is confident that the Rosemont project will be fully financed, and that construction will commence, in mid-2014.
c) The Board believes that the Unsolicited Offer is timed to deprive Augusta shareholders of the full and fair value of the Rosemont project.
- The value of the Unsolicited Offer is significantly below implied multiples of precedent base metal transactions.
- A combination of Hudbay and Augusta would be dilutive to Augusta shareholders. If the Unsolicited Offer is successful, Augusta shareholders (other than Hudbay) will only hold approximately 18% of the combined company's shares on a fully-diluted basis, but will have contributed approximately 26% of the combined company's net asset value and approximately 41% of the combined company's copper equivalent reserves and would account for approximately 32% of the combined company's estimated total copper production by 2018.
- The market views the Unsolicited Offer as inadequate.
a) The value of the Unsolicited Offer as of February 21, 2014 represents a DISCOUNT of 22% to the closing price of the Augusta shares on the Toronto Stock Exchange on that date.
b) The value of the Unsolicited Offer as of February 21, 2014 is at an approximate 36% DISCOUNT to analysts' average target price for Augusta shares as at such date.
- Augusta shareholders are not being adequately compensated for the risks and uncertainties inherent in Hudbay's shares.
a) Hudbay's shares carry substantial geopolitical risks due to the location of material Hudbay assets in Peru.
b) Hudbay's development projects and core competencies introduce material additional risk.
- Hudbay has a track record of underperformance. Since current senior management of Hudbay was appointed in June 2010, Hudbay's shares have experienced a return of -20%, while its peer group is up an average of 54% over the same period.
- Scotia Capital Inc. and TD Securities Inc., the financial advisors to the Board, have delivered written opinions to the Board that, as of the date of such opinions and subject to the assumptions, limitations and qualifications stated in such opinions, the consideration offered pursuant to the Unsolicited Offer is inadequate from a financial point of view to Augusta shareholders other than HudBay and its affiliates.
- Directors, officers and four other shareholders of Augusta holding over 33% of the Augusta shares (on a fully-diluted basis) have advised Augusta that they WILL NOT TENDER to the Unsolicited Offer. Amongst its numerous conditions, the Unsolicited Offer contains a condition that not less than 66⅔% of Augusta shares, calculated on a fully-diluted basis, be tendered to that offer and not withdrawn. Given the determination of the directors, officers and these shareholders it is a virtual certainty that, as structured, the Unsolicited Offer CANNOT SUCCEED.
- The Board of Directors is aggressively pursuing value-maximizing alternatives to the Unsolicited Offer.
- The Unsolicited Offer is inherently coercive and is not a "Permitted Bid" under Augusta's shareholder rights plan.
- The Unsolicited Offer is highly conditional. The Board is concerned that tendering to the Unsolicited Offer would, in effect, constitute the grant to Hudbay of an option to acquire the Augusta shares so tendered at a price that is grossly inadequate and does not come close to recognizing the value and potential of the Rosemont project.
The Board's recommendation to Augusta shareholders that they REJECT the Unsolicited Offer and DO NOT TENDER their Augusta shares, as well as a more detailed discussion of the reasons for rejecting the Unsolicited Offer and the inadequacy opinions provided by Augusta's financial advisors, is contained in the Directors' Circular that will be mailed to each of Augusta's shareholders and filed with Canadian securities regulatory authorities. Shareholders are advised to read the Directors' Circular carefully and in its entirety, as it contains important information regarding Augusta, Hudbay and the Unsolicited Offer. The Directors' Circular will be available on SEDAR at www.sedar.com and on the Augusta website at www.augustaresource.com.
Scotia Capital and TD Securities are acting as financial advisors to Augusta and Davies Ward Phillips & Vineberg LLP and Cravath, Swaine & Moore LLP are acting as its legal advisors.
Conference Call and Webcast Information
The Company will host a conference call and webcast on Monday, February 24, 2014 at 10:00 am Eastern Time, where senior management will provide an update on the Unsolicited Offer. A slide presentation will be available for download on the Company's website at www.augustaresource.com approximately 30 minutes before the conference call and webcast.
Conference Call Information:
Toll Free (North America):
Toronto and International:
Conference Call Replay:
Toll Free (North America):
(855) 859-2056 (passcode: 3815466)
Toronto and International:
(416) 849-0833 (passcode: 3815466)
The conference call replay will be available from 11:00 am Eastern Time on February 24, 2014 until 11:59 pm Eastern Time on March 3, 2014.
Augusta is a base metals company focused on advancing the Rosemont Copper deposit near Tucson, Arizona. Rosemont hosts a large copper/molybdenum reserve that would account for about 10% of US copper output once in production (for details refer to www.augustaresource.com). The exceptional experience and strength of Augusta's management team, combined with the developed infrastructure and robust economics of the Rosemont project, propels Augusta to becoming a solid mid-tier copper producer. The Company trades on the Toronto Stock Exchange and the NYSE MKT under the symbol AZC.
Cautionary Statements Regarding Forward Looking Information
Certain of the statements made and the information contained in this news release constitutes "forward-looking statements" under United States federal securities laws or "forward-looking information" under Canadian securities laws. These statements and information relate to future events and Augusta's future performance, business prospects or opportunities, including information concerning the Unsolicited Offer, which are subject to certain risks, uncertainties and assumptions. Such forward-looking statements and forward-looking information include, but are not limited to statements concerning Augusta's plans at the Rosemont project, including the timing for obtaining final permits, construction and estimated production, expectations surrounding future financings and refinancings, capital and operating cash flow estimates, changes in market conditions, changes or disruptions in the securities markets and market fluctuations in the prices for Augusta's securities, the lack of any alternative transactions or the terms and conditions of any alternative transactions not being acceptable.
Forward-looking statements or information is frequently, but not always, characterized by words such as "will", "plan", "expect", "project", "intend", "believe", "anticipate", "budget", "forecast", "schedule", "estimate" and similar expressions, or statements that certain events or conditions "may", "should", "could", "might" or "will" occur. The forward-looking statements or information contained in this news release is based on the reasonable expectations and beliefs of management and involves numerous assumptions, known and unknown risks and uncertainties, both general and specific to Augusta and the industry in which the Company operates. Such assumptions, risks and uncertainties include, but are not limited to Augusta's history of losses, requirements for additional capital, dilution, loss of material properties, interest rate increases, global economy, no history of production, speculative nature of exploration activities, periodic interruptions to exploration, development and mining activities, environmental hazards and liability, industrial accidents, failure of processing and mining equipment, labour disputes, supply problems, commodity price fluctuations, uncertainty of production and cost estimates, the interpretation of drill results and the estimation of mineral resources and reserves, legal and regulatory proceedings and community actions, title and tenure matters, regulatory restrictions, permitting and licensing, volatility of the market price of the Company's common shares, insurance, competition, hedging activities, currency fluctuations, loss of key employees, as well as those factors disclosed in Augusta's documents filed from time to time with the securities regulators in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick and Newfoundland and Labrador. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results, performance or achievements of the Company, or industry results, may vary materially from those described in this presentation. For further details, reference is made to the risk factors discussed or referred to in Augusta's annual and interim management's discussion and analyses and Annual Information Form on file with the Canadian securities regulatory authorities and available under Augusta's issuer profile on SEDAR at www.sedar.com.
Although Augusta has attempted to identify important factors that could cause actual actions, events, results, performance or achievements to differ materially from those described in the forward-looking statements or information contained in this news release, there may be other factors that cause actions, events, results, performance or achievements not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements or information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Such forward-looking statements and information are made or given as at the date of this news release and Augusta disclaims any intention or obligation to update or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, except as required under applicable securities law. The reader is cautioned not to place undue reliance on forward-looking statements or information.
SOURCE Augusta Resource Corporation
With so much going on in this space you could be forgiven for thinking you were always working with yesterday’s technologies. So much change, so quickly. What do you do if you have to build a solution from the ground up that is expected to live in the field for at least 5-10 years? This is the challenge we faced when we looked to refresh our existing 10-year-old custom hardware stack to measure the fullness of trash cans and compactors.
Aug. 24, 2016 01:00 AM EDT Reads: 1,567
SYS-CON Events announced today that Isomorphic Software will exhibit at DevOps Summit at 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Isomorphic Software provides the SmartClient HTML5/AJAX platform, the most advanced technology for building rich, cutting-edge enterprise web applications for desktop and mobile. SmartClient combines the productivity and performance of traditional desktop software with the simp...
Aug. 24, 2016 12:45 AM EDT Reads: 2,014
The emerging Internet of Everything creates tremendous new opportunities for customer engagement and business model innovation. However, enterprises must overcome a number of critical challenges to bring these new solutions to market. In his session at @ThingsExpo, Michael Martin, CTO/CIO at nfrastructure, outlined these key challenges and recommended approaches for overcoming them to achieve speed and agility in the design, development and implementation of Internet of Everything solutions wi...
Aug. 24, 2016 12:30 AM EDT Reads: 1,814
Cloud computing is being adopted in one form or another by 94% of enterprises today. Tens of billions of new devices are being connected to The Internet of Things. And Big Data is driving this bus. An exponential increase is expected in the amount of information being processed, managed, analyzed, and acted upon by enterprise IT. This amazing is not part of some distant future - it is happening today. One report shows a 650% increase in enterprise data by 2020. Other estimates are even higher....
Aug. 24, 2016 12:00 AM EDT Reads: 2,768
I wanted to gather all of my Internet of Things (IOT) blogs into a single blog (that I could later use with my University of San Francisco (USF) Big Data “MBA” course). However as I started to pull these blogs together, I realized that my IOT discussion lacked a vision; it lacked an end point towards which an organization could drive their IOT envisioning, proof of value, app dev, data engineering and data science efforts. And I think that the IOT end point is really quite simple…
Aug. 23, 2016 11:30 PM EDT Reads: 2,202
Internet of @ThingsExpo, taking place November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with 19th Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world. The Internet of Things (IoT) is the most profound change in personal and enterprise IT since the creation of the Worldwide Web more than 20 years ago. All major researchers estimate there will be tens of billions devices - comp...
Aug. 23, 2016 11:00 PM EDT Reads: 3,477
Qosmos has announced new milestones in the detection of encrypted traffic and in protocol signature coverage. Qosmos latest software can accurately classify traffic encrypted with SSL/TLS (e.g., Google, Facebook, WhatsApp), P2P traffic (e.g., BitTorrent, MuTorrent, Vuze), and Skype, while preserving the privacy of communication content. These new classification techniques mean that traffic optimization, policy enforcement, and user experience are largely unaffected by encryption. In respect wit...
Aug. 23, 2016 09:15 PM EDT Reads: 1,637
"My role is working with customers, helping them go through this digital transformation. I spend a lot of time talking to banks, big industries, manufacturers working through how they are integrating and transforming their IT platforms and moving them forward," explained William Morrish, General Manager Product Sales at Interoute, in this SYS-CON.tv interview at 18th Cloud Expo, held June 7-9, 2016, at the Javits Center in New York City, NY.
Aug. 23, 2016 09:00 PM EDT Reads: 2,960
Internet of @ThingsExpo, taking place November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with the 19th International Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world and ThingsExpo Silicon Valley Call for Papers is now open.
Aug. 23, 2016 08:45 PM EDT Reads: 3,735
To leverage Continuous Delivery, enterprises must consider impacts that span functional silos, as well as applications that touch older, slower moving components. Managing the many dependencies can cause slowdowns. See how to achieve continuous delivery in the enterprise.
Aug. 23, 2016 08:15 PM EDT Reads: 1,384
Today we can collect lots and lots of performance data. We build beautiful dashboards and even have fancy query languages to access and transform the data. Still performance data is a secret language only a couple of people understand. The more business becomes digital the more stakeholders are interested in this data including how it relates to business. Some of these people have never used a monitoring tool before. They have a question on their mind like “How is my application doing” but no id...
Aug. 23, 2016 08:15 PM EDT Reads: 1,622
Kubernetes, Docker and containers are changing the world, and how companies are deploying their software and running their infrastructure. With the shift in how applications are built and deployed, new challenges must be solved. In his session at @DevOpsSummit at19th Cloud Expo, Sebastian Scheele, co-founder of Loodse, will discuss the implications of containerized applications/infrastructures and their impact on the enterprise. In a real world example based on Kubernetes, he will show how to ...
Aug. 23, 2016 07:45 PM EDT Reads: 1,224
The 19th International Cloud Expo has announced that its Call for Papers is open. Cloud Expo, to be held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, brings together Cloud Computing, Big Data, Internet of Things, DevOps, Digital Transformation, Microservices and WebRTC to one location. With cloud computing driving a higher percentage of enterprise IT budgets every year, it becomes increasingly important to plant your flag in this fast-expanding business opportuni...
Aug. 23, 2016 07:00 PM EDT Reads: 3,787
SYS-CON Events announced today that eCube Systems, a leading provider of middleware modernization, integration, and management solutions, will exhibit at @DevOpsSummit at 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. eCube Systems offers a family of middleware evolution products and services that maximize return on technology investment by leveraging existing technical equity to meet evolving business needs. ...
Aug. 23, 2016 06:30 PM EDT Reads: 281
19th Cloud Expo, taking place November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, will feature technical sessions from a rock star conference faculty and the leading industry players in the world. Cloud computing is now being embraced by a majority of enterprises of all sizes. Yesterday's debate about public vs. private has transformed into the reality of hybrid cloud: a recent survey shows that 74% of enterprises have a hybrid cloud strategy. Meanwhile, 94% of enterpri...
Aug. 23, 2016 05:00 PM EDT Reads: 2,882