TORONTO, ONTARIO–(Marketwire - April 12, 2011) - Lundin Mining Corporation (TSX:LUN)(OMX:LUMI) (“Lundin Mining” or the “Company”) today commented on Equinox Minerals Limited’s (“Equinox”) reaction to the announcement by Minmetals Resources Limited (“MMR”), of their intention to make an all cash offer of C$7.00 per share for Equinox.
On April 3, 2011 MMR announced its intention to make an all cash takeover offer for Equinox of C$7.00 per share, being a 33% premium to the 20 trading day VWAP of Equinox Shares on the TSX to April 1, 2011.
This offer was described by Equinox as being “opportunistic” and “Such a low premium is a fraction of premiums paid in recent acquisitions of base metal mining companies”.
Commenting on this, Mr. Phil Wright, Chief Executive Officer of Lundin Mining, said, “This response by Equinox seems very hypocritical seeing that they are urging Lundin Mining shareholders to accept an offer that is significantly worse than what has been offered to Equinox’s shareholders by MMR.”
“MMR is offering a much better economic proposition than Equinox is offering Lundin Mining shareholders and without the significant risks involved in the Equinox bid, which include a huge debt burden, an overhang from significant equity issuance and prospect of further dilution through issuance of convertible debt,” Mr. Wright said.
Equinox’s offer to Lundin Mining shareholders purported to represent a premium of around 16% compared to the 20-day VWAP of Lundin Mining shares ending February 25, 2011, the last day of trading prior to the announcement by Equinox. This had fallen to around 3% immediately prior to the MMR bid.
Lundin Mining is actively engaged in a strategic review process and continues to recommend shareholders reject the Equinox offer as being completely inadequate.
Lundin Mining Position
The Board recommends to Lundin Mining shareholders that they REJECT the Unsolicited Offer and DO NOT TENDER their Lundin Mining shares for the following reasons:
- The Unsolicited Offer is inadequate from a financial point of view to Lundin Mining shareholders;
- The pro-forma debt-to-equity ratio of the combined Equinox and Lundin Mining is excessive and will present increased financial risk and a more highly leveraged capital structure than Lundin Mining and peer group companies. In addition, the lenders to Equinox will have considerable influence over the business decisions of a combined Equinox and Lundin Mining;
- Substantially all of Equinox’s and Lundin Mining’s existing cash balances and projected near-term cash flow will be utilized to pay for: lenders’ fees; interest charges; and the principal repayments of the debt incurred to fund the cash portion of the consideration payable under the Unsolicited Offer;
- The Unsolicited Offer would result in a company with increased exposure to geopolitical risks due to the location of Equinox assets in Zambia and Saudi Arabia;
- The Unsolicited Offer is highly opportunistic. Equinox’s shares were trading at or near the all-time high share price when Equinox announced the Unsolicited Offer, which followed a news release made earlier in February 2011 on its strategy to expand the Lumwana project. The proposed Lumwana expansion plan is not supported by mineral reserves or mineral resources and is not based on pre-feasibility or feasibility studies. To date the Lumwana mine has significantly under-performed original feasibility study projections disclosed by Equinox;
- There are no strategic benefits for Lundin Mining shareholders under the Unsolicited Offer. The acquisition results in a company with high Africa and Middle East concentration and few, if any synergies with Lundin Mining’s business;
- The Board has reservations about the experience of the management of Equinox to operate a multi-mine company with projects and mines spread across seven countries;
- The Unsolicited Offer is highly conditional and has a substantial risk regarding completion without additional compensation for such risk. Conditions are subject to Equinox’s lenders discretion resulting in Equinox, in many instances, not being the ultimate decision-maker;
- The Unsolicited Offer may be a violation of Section 5 of the U.S. Securities Act of 1933, as amended;
- Lundin Mining’s directors, officers and certain shareholders have confirmed that they will not tender their Common Shares to the Unsolicited Offer.
Shareholders do not need to take any action in response to Equinox’s proposed offer at this time.
About Lundin Mining
Lundin Mining Corporation is a diversified base metals mining company with operations in Portugal, Sweden, Spain and Ireland, producing copper, zinc, lead and nickel. In addition, Lundin Mining holds a development project pipeline which includes an expansion project at its Neves‐Corvo mine along with its equity stake in the world class Tenke Fungurume copper/cobalt mine in the Democratic Republic of Congo.
On Behalf of the Board,
Phil Wright, President and CEO
Forward Looking Statements
Certain of the statements made and information contained herein is “forward-looking information” within the meaning of the Ontario Securities Act or “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934 of the United States. Forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward-looking statements, including, without limitation, risks and uncertainties relating to foreign currency fluctuations; risks inherent in mining including environmental hazards, industrial accidents, unusual or unexpected geological formations, ground control problems and flooding; risks associated with the estimation of mineral resources and reserves and the geology, grade and continuity of mineral deposits; the possibility that future exploration, development or mining results will not be consistent with the Company’s expectations; the potential for and effects of labour disputes or other unanticipated difficulties with or shortages of labour or interruptions in production; actual ore mined varying from estimates of grade, tonnage, dilution and metallurgical and other characteristics; the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses, commodity price fluctuations; uncertain political and economic environments; changes in laws or policies, foreign taxation, delays or the inability to obtain necessary governmental permits; and other risks and uncertainties, including those described under Risk Factors Relating to the Company’s Business in the Company’s Annual Information Form and in each management discussion and analysis. Forward-looking information is in addition based on various assumptions including, without limitation, the expectations and beliefs of management, the assumed long term price of copper, nickel, lead and zinc; that the Company can access financing, appropriate equipment and sufficient labour and that the political environment where the Company operates will continue to support the development and operation of mining projects. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements. Accordingly, readers are advised not to place undue reliance on forward-looking statements.