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Became a successor of Co – Takeover
Quadra FNX, KGHM complete deal
2012-03-05 16:31 ET - News Release
Mr. Paul Blythe reports
QUADRA FNX & KGHM COMPLETE ARRANGEMENT
0929260 B.C. Unlimited Liability Co. (AcquireCo), an indirect, wholly owned subsidiary of KGHM Polska Miedz SA, has completed the acquisition of all of the issued and outstanding common shares of Quadra FNX Mining Ltd. and all of the outstanding Quadra FNX warrants. The transaction was structured as a court-approved plan of arrangement under the Business Corporations Act (British Columbia) between Quadra FNX, AcquireCo and Quadra FNX security holders. The company is now a wholly owned subsidiary of AcquireCo and its name will change to KGHM International Ltd. in due course. The management team will continue to be led by Paul Blythe, the current chief executive officer of Quadra FNX.
It is expected that the common shares and the 2009 warrants will be delisted from the Toronto Stock Exchange effective at the close of business on March 7, 2012. Security holders who have not already taken steps to deposit the certificates representing their common shares or 2009 warrants in order to receive the consideration to which they are entitled pursuant to the arrangement should contact Kingsdale Shareholder Services Inc., the depositary for the arrangement, at 1-888-518-1557 or 1-416-867-2272 outside of North America (collect calls accepted), or by e-mail.
Completion of the arrangement constitutes a change of control under the indenture governing Quadra FNX's $500-million (U.S.) total principal amount of 7.75-per-cent senior notes due 2019. In accordance with the indenture, the company will, within 30 days of the date hereof, make a change-of-control offer to purchase all of the outstanding notes at a purchase price in cash equal to 101 per cent of the principal amount of such outstanding notes, plus accrued and unpaid interest to the date of redemption.
Further details regarding the arrangement are set out in the company's notice of special meeting of security holders and information circular dated Jan. 6, 2012, which has been filed with the applicable securities regulatory authorities and is available on SEDAR.
This news release is also a news release of KGHM Polska Miedz SA, M. Sklodowskiej-Curie 48, 59-301, Lubin, Poland, for purposes of the early warning reporting requirements of applicable securities law.
Quadra FNX agrees to $3.5-billion offer from KGHM
2011-12-06 09:08 ET - News Release
Mr. Paul Blythe reports
QUADRA FNX AGREES TO C$15.00 PER SHARE ALL-CASH ACQUISITION BY KGHM
Quadra FNX Mining Ltd. has entered into a definitive agreement with KGHM Polska Miedz SA pursuant to which KGHM has agreed to acquire all of the issued and outstanding common shares of Quadra FNX and all of the outstanding Quadra FNX warrants by way of a plan of arrangement.
KGHM, which is listed on the Warsaw Stock Exchange with a market capitalization of approximately $8-billion (U.S.), is the world's ninth-largest producer of copper and third-largest producer of silver.
Under the arrangement, shareholders of Quadra FNX will receive $15 in cash for each common share of Quadra FNX, representing a premium of approximately 41.3 per cent to the 20-day volume-weighted average price of Quadra FNX's common shares on the Toronto Stock Exchange as of Dec. 5, 2011. In addition, holders of the 2007 warrants will receive $5.76 in cash for each 2007 warrant held, and holders of the 2009 warrants will receive $1.68 in cash for each 2009 warrant held. The total transaction value is approximately $3.5-billion, inclusive of $500-million (U.S.) of outstanding gross debt. KGHM has advised that it intends to finance the acquisition using existing cash on hand.
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