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Impala Platinum Holdings Limited to acquire North American

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JD400   Monday, 10/07/19 03:52:34 PM
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Impala Platinum Holdings Limited to acquire North American Palladium Ltd.
Oct 07 2019
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TORONTO, Oct. 07, 2019 (GLOBE NEWSWIRE) -- North American Palladium Ltd. ("NAP" or the “Company”) (TSX:PDL) (OTC PINK:PALDF) is pleased to announce that it has entered into a definitive arrangement agreement (the "Arrangement Agreement") pursuant to which Impala Platinum Holdings Limited (“Implats”) (JSE:IMP) will acquire 100% of NAP’s issued and outstanding common shares for total cash consideration of approximately C$1.0 billion (the "Transaction").

Under the terms of the Arrangement Agreement, shareholders of NAP, other than Brookfield (defined below), will receive C$19.74 per NAP common share (the “Minority Shareholder Consideration”) in cash and Brookfield Business Partners L.P. (together with its institutional partners, collectively “Brookfield”), as the majority shareholder of NAP, will receive C$16.00 per NAP common share in cash. The Minority Shareholder Consideration represents a premium of 15% to NAP's 30-day volume-weighted average price and 23% to NAP's 60-day volume-weighted average price on the Toronto Stock Exchange (“TSX”) as of October 4, 2019.

The Transaction has been unanimously approved by both the board of directors of NAP and Implats.

“This transaction delivers attractive value for our shareholders and reflects five years of hard work we have devoted to realize the potential of our assets. We have successfully established Lac des Iles Mine as one of Canada’s largest, lowest-cost and safest underground mines, producing a metal that contributes to a cleaner global environment,” commented Jim Gallagher, President and Chief Executive Officer of NAP. “Our employees, suppliers, customers and community stakeholders can all join me in feeling tremendous pride at this pivotal moment in our Company’s history. By becoming a significant part of a larger, integrated global producer, we will benefit from greater access to technical, operational and financial resources with which to pursue our production, development and exploration objectives in Canada.”

Terms of the Transaction

The Transaction will be carried out pursuant to the Arrangement Agreement under a court-approved statutory plan of arrangement under the Canada Business Corporations Act. The Transaction will require approval by at least 66 2/3% of the votes cast by the shareholders of NAP present at a special meeting of NAP shareholders. Implats has entered into customary voting support agreements with Brookfield as well as each of NAP’s directors and executive officers.

The Arrangement Agreement also includes customary non-solicitation provisions following the expiration of a 30-day modified go-shop period, during which period the Company and its representatives have the right to respond to bona fide expressions of interest in respect of an acquisition proposal. If NAP accepts a superior proposal during such period, the Arrangement Agreement provides that a go-shop termination fee of C$24.5 million is payable to Implats. If NAP accepts a superior proposal following the 30-day modified go-shop period, the Arrangement Agreement provides for a termination fee of $37.7 million payable to Implats. Implats has the right to match any superior proposal within 5 business days.

In addition to shareholder approval, the Transaction is subject to the receipt of certain regulatory, court and stock exchange approvals and the satisfaction of other conditions customary in transactions of this nature.

Further information regarding the Transaction will be included in the information circular that NAP will prepare, file, and mail in due course to its shareholders in connection with its special meeting to be held to consider the Transaction. The Arrangement Agreement will be filed on the SEDAR profile of NAP on the SEDAR website at www.sedar.com.

This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States pursuant to the United States Securities Act of 1933, as amended, or any state securities laws.

Recommendation of NAP’s Board

NAP’s board of directors has unanimously determined, after receiving financial and legal advice, that the consideration to be received by NAP’s shareholders is fair from a financial point of view and that the Transaction is in the best interests of NAP and its shareholders, and the board of directors unanimously recommends that NAP’s shareholders vote in favour of the Transaction.

The board of directors of NAP has received a fairness opinion from BMO Capital Markets that, as of the date of the opinion, and subject to the assumptions, limitations, and qualifications on which such opinion is based, the aggregate consideration to be received by shareholders as a whole pursuant to the Transaction is fair, from a financial point of view, to the shareholders as a whole.

Investor Call

NAP will host a conference call for investors at 4:00 pm (EST) on Monday, October 7, 2019. Interested parties are invited to join the call via the telephone numbers below.
Date: Monday, October 7, 2019

Time: 4:00 p.m. ET

Dial-in: North America: 1-800-319-4610 | International: 1-604-638-5340

Replay: North America: 1-855-669-9658 | International Toll-Free: 1-604-674-8052 |

Replay Passcode: 3703

Advisors and Counsel

BMO Capital Markets has provided a fairness opinion to the board of directors of NAP in connection with the Transaction. Stikeman Elliott LLP and Webber Wentzel are acting as NAP’s legal advisors in connection with the Transaction.

Macquarie Capital Markets Canada Ltd. and Macquarie Advisory and Capital Markets South Africa (Pty) Ltd are acting as financial advisors to Implats and its Board of Directors. Baker McKenzie is acting as Implats’ legal advisors in connection with the Transaction.

About NAP

NAP is a Canadian company with 25 years of production at the Lac des Iles Mine in a low-risk jurisdiction northwest of Thunder Bay, Ontario. North American Palladium is the world’s only pure play palladium producer. With over 700 employees, the Lac des Iles Mine features a unique, world-class ore body and modern infrastructure, including both an underground mine and surface operations.

About Implats

Impala is one of the world’s foremost producers of platinum and associated platinum group metals. Impala is currently structured around five main operations with a total of 20 underground shafts. Its operations are located within the Bushveld Complex in South Africa and the Great Dyke in Zimbabwe, the two most significant platinum group metal bearing ore bodies in the world.


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