Nov 03, 2014
Duluth Metals Agrees to Acquisition by Antofagasta PLC
TORONTO, Ontario, November 3, 2014 - Duluth Metals Limited ("Duluth", "Duluth Metals") (TSX: DM) (TSX:DM.U) today announces that it has entered into a binding agreement (the "Acquisition Agreement") with Antofagasta PLC ("Antofagasta") pursuant to which Antofagasta has agreed, subject to the terms of the Acquisition Agreement, to acquire through a wholly owned subsidiary, all of the outstanding common shares of Duluth Metals by way of a friendly take-over bid or a plan of arrangement at a price of CDN$0.45 per share in cash (the "Offer").
The Offer represents a 284% premium to the 20-day volume weighted average price of Duluth Metals' common shares on the TSX as at October 31, 2014.
Kelly Osborne, President and CEO of Duluth commented: "We are pleased to reach an agreement with our partner Antofagasta and enter into this acquisition transaction. During a difficult period for the mining industry, Duluth has been able to negotiate a significant premium to the current market share price."
Antofagasta has also entered into a lockup agreement with all of Duluth's directors and officers and with Wallbridge Mining Company Limited who collectively own approximately 10.9% of Duluth's currently outstanding common shares (136,767,985 common shares). In addition, Antofagasta, through its subsidiary, owns approximately 10.4% of Duluth's common shares
The Acquisition Agreement contains customary deal support provisions, including non-solicitation, superior proposal and right-to-match provisions in favour of Antofagasta and the payment to Antofagasta of a termination fee of CDN$3.5 million if the acquisition is not completed in certain specified circumstances. Antofagasta has also agreed to provide Duluth with a private placement of CDN$2.3 million at CDN$0.45 per share. In addition, Antofagasta has agreed to extend the term of the currently outstanding bridge loan from Antofagasta to Duluth by 12 months, with the repayment date subject to acceleration in certain circumstances. Duluth's Board of Directors has agreed that its directors' circular (if required) recommending the Offer will be mailed to shareholders at the same time as the mailing of the Antofagasta take-over bid circular. The Acquisition Agreement contemplates definitive agreements being entered into by November 21, 2014 and provides Antofagasta with a due diligence condition which must be satisfied or waived on or before the entering into of the definitive agreements. The Offer is subject to a 66-2/3% tender or approval condition.
Barclays is acting as financial advisor to Duluth and has rendered a fairness opinion to the Duluth Board of Directors in connection with the Offer. Bennett Jones LLP and McLean & Kerr LLP are acting as legal counsel to Duluth. The Special Committee of the Board of Directors of Duluth has retained RBC Capital Markets to prepare a formal valuation in accordance with the requirements of Multilateral Instrument 61-101. BMO Capital Markets and Rothschild are acting as financial advisors to Antofagasta and Cassels Brock & Blackwell LLP is acting as legal counsel to Antofagasta.
