USGL and CGR?
Interesting article from the Globe and Mail, a national newpaper in Canada, if you substitute names like USGL and NPG, WKR, TNS and CGR, this may be the blueprint for how things go...except hopefully smoother and easier because of McEwen and his ownership stake in all of the companies...
https://www.globeinvestor.com/servlet/story/RTGAM.20060415.wxrdecision15/GIStory/
VANCOUVER — When First Quantum Minerals Ltd. announced a hostile bid for Adastra Minerals Inc. in January, the offer was a share exchange that valued Adastra at $2.23 a share and hinged on the argument that bigger, more experienced First Quantum was better placed to develop Adastra's flagship asset, the Kolwezi tailings project in Congo.
Adastra told its suitor to take a hike.
In March, First Quantum enlarged the pot, coming up with a cash sweetener and tweaking the share exchange ratio to give Adastra shareholders a better deal. That offer too was rebuffed. This week, however, the companies came to terms, agreeing on a revised offer that includes a $40-million cash component and that, based on First Quantum's stock price the day before the deal was announced, values Adastra at $3.40 a share.
The biggest chunk of the higher implied value for Adastra comes courtesy of First Quantum's rocketing shares, which have gained 91 per cent this year.
The rationale behind the offer, says First Quantum president Clive Newall, remains exactly the same: First Quantum's track record and financial heft will make all the difference in developing Kolwezi and other Adastra assets.
Most institutional and retail investors accepted the rationale for putting the two companies together, Mr. Newall says. But they, along with Adastra's management, were looking for a higher price, with $3 a share emerging as the threshold needed to make the deal fly.
As the two companies' advisers negotiated in various meetings in London, First Quantum's soaring share price became a factor, rising steadily since the deal was announced to help push the implied value of the offer well over the $3-a-share mark.
On April 3, First Quantum announced that 30 per cent of Adastra's shares had been tendered to its improved March offer and said that it would extend the deadline until April 18. Within a week, the deal was done, thanks to a boost in the cash component and an improved share-exchange ratio for Adastra shareholders.
The takeover, which has been endorsed by Adastra's board, is subject to several conditions, including at least 50.1 per cent of Adastra shares being tendered to the offer. If it goes through, analysts say, the transaction will strengthen First Quantum's already considerable presence in the resurgent African copper belt and boost the chances that the Kolwezi tailings project could make it into production.
Comprising copper and cobalt tailings left over from mines that operated in the 1950s, the project has long been a tantalizing prospect for resource companies. But even though technology to process such deposits has been in widespread use since about 1980, Kolwezi stayed in limbo, seen as too risky because of its location in war-torn Congo.
First Quantum, which made its first foray into Africa with a tailings project in Zambia in 1998, had always kept an eye on Kolwezi, Mr. Newall says, but was put off by an ownership structure that featured a hefty government stake and that would have made it difficult to generate a good return.
But over the past couple of years, Adastra -- headquartered in London and, like First Quantum, listed on the Toronto Stock Exchange and London's AIM market -- had hammered away at the ownership issue, restructuring a deal with the Congolese government and state-owned mining company Gecamines and bringing in strategic investors such as the International Finance Corp., the financing arm of the World Bank, That overhauled ownership structure, which gives Adastra a 65-per-cent interest in Kolwezi, was enough to rekindle First Quantum's interest in the project. And when Japan's Mitsubishi Corp. started bargaining for a 14.9-per-cent stake in Adastra, First Quantum decided it was time to pounce.
"If that deal had been consummated, [Adastra's interest] would have been down to 50.1 per cent," Mr. Newall says. "And we weren't interested in owning 50 per cent or 49 per cent."
Such ownership stakes are not uncommon in mining ventures, especially big ones. But Kolwezi, with an estimated capital cost of $280-million (U.S.), is small enough to be financed by First Quantum on its own, Mr. Newall says.
First Quantum got its start in Africa with Bwana Mkubwa, a tailings project in Zambia. Built at cost of $30-million and opened in 1998, Bwana Mkubwa gave the company a foothold and allowed it to pursue bigger, more expensive projects.
Since then First Quantum has opened mines in Zambia and Congo and is now working on additional projects in Congo and Mauritania.
The company has corporate headquarters in Vancouver, Mr. Newall is based in London and chief executive officer Philip Pascal in Perth, Australia. The company still functions like a small outfit, Mr. Newall says, with Mr. Pascal taking the reins on the operating side and Mr. Newall steering corporate plays such as the Adastra bid.
This year, First Quantum expects to produce about 200,000 tonnes of copper, up 68 per cent from last year's output.
That makes First Quantum a pipsqueak in the global copper game, which is dominated by giants such as BHP Billiton and Phelps Dodge, which produced over a billion tonnes of copper last year. But with copper prices trading around record highs, major companies finding it increasingly difficult to discover the massive deposits they need to even maintain current levels of production and worries over political upheavals in copper-rich Latin America, Mr. Newall says First Quantum is exactly where it needs to be.
"This remains probably the only part of the world where you can realistically build a company on an exploration and organic growth model. Where you can spend a lot of money on exploration, you find mines and you build them."
Africa's copper belt remains relatively unexplored compared with other copper-producing regions of the world, he says, "and we own some of the best real estate in the area."
Clive Newall,
president, First Quantum
Age: 56
Family: Married; two daughters -- one in university, one working on HIV/AIDs projects in Africa's mining sector.
Management books: Doesn't usually read them, prefers biographies and novels.
Last book read: A Short History of Tractors in Ukrainian, a novel by Marina Lewycka.
Biggest influence: High-school geology teacher, who turned him on to rocks and made introductions that helped him land a spot in the University of London's prestigious Royal School of Mines.
First job: Student researcher with Falconbridge Ltd. in Sudbury.
Scariest moment in the Democratic Republic of Congo: None; First Quantum's operations are in stable parts of the country where security of equipment and personnel is not a big concern. The roads, however, are "diabolical."
Pastimes: Sailing, golfing (he lives next to a golf course in West Sussex, England) and serial home buying and renovating; currently he's looking for the perfect property in France.
On doing business with the majors, which he says have become too big and unwieldy: "First Quantum was founded on the strategy, from my perspective, of never involving major mining companies. They bring everything to a standstill."