Press release from Marketwire
First Quantum Minerals Announces Open Letter to Inmet Shareholders Confirming Ongoing Desire for Friendly Transaction
Monday, January 14, 2013
VANCOUVER, BRITISH COLUMBIA--(Marketwire - Jan. 14, 2013) - First Quantum Minerals Ltd. ("First Quantum") (TSX:FM)(LSE:FQM) today announced that it has posted on its website at www.first-quantum.com the following open letter to the holders of common shares of Inmet Mining Corporation ("Inmet"), addressing certain statements made in Inmet's news release dated January 12, 2013:
"Dear Holders of Inmet Common Shares,
On 11 January 2013, First Quantum delivered a letter to Mr. David Beatty, Chairman of the Board of Directors of Inmet Mining Corporation, in response to concerns raised with us by a number of you regarding a potential sale of a further minority stake in the Cobre Panama project.
Our letter put on record with the Inmet Board our opposition to any proposed sale of a further minority stake during the currency of our offer for the Inmet common shares (the "Offer"), noting that such a sale could compromise completion of our Offer. Accordingly, we encouraged the Inmet Board not to take steps to proceed with such a sale prior to your having a proper chance to evaluate the significant opportunity represented by our Offer. Given our belief, confirmed through discussions with a number of you, that the potential loss of this significant opportunity is a matter of serious concern to all Inmet shareholders, we subsequently published the letter by way of press release.
In reaction to our letter, Inmet issued a press release on 12 January 2013, in which Mr. Beatty made the following statement: "We note that, while First Quantum says it wishes to engage in friendly discussions, it is simply not."
First Quantum feels compelled to address that statement, which may raise doubt regarding our continuing desire to work together on a friendly basis with Inmet's management and directors in an effort to turn our vision of a new premier global copper company into a reality. We wish to assure you that First Quantum has made, and will continue to make, all reasonable efforts to engage Inmet in a constructive dialogue regarding the merits of a combination of our respective businesses.
Our past efforts in this regard are a matter of public record: from the time of delivering our initial proposal to Inmet on 28 October 2012, we have consistently and repeatedly expressed to Mr. Beatty and Mr. Jochen Tilk, Chief Executive Officer of Inmet, our desire to engage in friendly, constructive and additive dialogue. Such dialogue as we have had, while always cordial, professional and frank, has also been limited.
We have stated many times, privately and publicly, that we would eagerly welcome the opportunity to exchange confidential business information, including through mutual site visits, in an effort to identify additional improvements to our exciting plans for the combined entity and, if warranted, to our proposals. We have been told that, having rejected our proposals, the Inmet Board was unprepared to exchange information and work with us on moving our vision forward. With the greatest respect, in our view this places the cart before the horse: the value of each of our proposals, including the Offer, could only ever be properly assessed after exchanging information and engaging in comprehensive dialogue regarding our vision and our plan.
On 9 January, 2013 First Quantum took the significant step of bringing our Offer directly to you, knowing that many of you were already supportive of our vision for a combined company. As the owners of Inmet, we believe you have a right to make your own determination regarding the merits of our Offer and the significant opportunity it presents to all of us. However, it was never our intention in taking this step to cut off any further engagement between First Quantum and Inmet's management team and directors. Our strong preference continues to be for a friendly, negotiated transaction supported by the Inmet Board.
Our letter of 11 January 2013 highlights this by once more inviting the Inmet Board to engage in a constructive dialogue and exchange of information. Indeed, we believe that such an engagement has now become a matter of some urgency, given the Inmet Board's duty to make a proper assessment of First Quantum's business in connection with making a recommendation to you in respect of our Offer by 24 January, 2013. We also believe that engagement is a matter of fairness, both to us and to you, since it is the only way in which our Offer can be properly evaluated against all other strategic alternatives that might be available to Inmet, including any proposed sale of an additional minority interest in Cobre Panama that could prevent our Offer from being completed.
I have personally reached out to Mr. Beatty over the past few days in an effort to emphasise our ongoing desire to engage. I will continue to do so since I believe that the best outcome for all of us will be achieved by the directors and management teams of both companies working together on a friendly and open basis.
We urge those of you who share our vision and support the idea of an open dialogue and exchange of information between our two companies, and we know that includes many of you, to likewise appeal to the Inmet Board to reconsider its current position and engage with us. We also encourage you, as part of those communications, to make known to the Inmet Special Committee your views regarding any proposed sale of a further minority interest in Cobre Panama during the currency of our Offer, and the threat that such a sale might pose to your opportunity to make your own determination in respect of our Offer.
Chairman and Chief Executive Officer
First Quantum Minerals Ltd."
Forward Looking Information
Certain statements and information in this press release, including all statements that are not historical facts, contain forward-looking statements and forward-looking information within the meaning of applicable securities laws. Such forward-looking statements or information include but are not limited to statements or information with respect to the anticipated completion of the proposed Offer and the anticipated strategic and operational benefits of the Offer. Often, but not always, forward-looking statements or information can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "projects", "anticipates" or "does not anticipate" or "believes" or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved.
With respect to forward-looking statements and information contained in this press release, First Quantum has made numerous assumptions including, among other things, assumptions about the price of copper, gold, cobalt, nickel, PGE, and sulphuric acid, and other anticipated costs and expenditures. Although management of First Quantum believes that the assumptions made and the expectations represented by such statements or information are reasonable, there can be no assurance that any forward-looking statement or information herein will prove to be accurate. Forward-looking statements and information by their nature involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. These risks, uncertainties and other factors include, but are not limited to, uncertainties surrounding the ability to realize operational synergies following completion of the Offer, reliance on Inmet's publicly available information which may not fully identify all risks related to its performance, success in integrating the retail distribution systems, and the integration of supply chain management processes, future production volumes and costs, costs for inputs such as oil, power and sulphur, political stability in Zambia, Peru, Mauritania, Finland, Turkey, Spain, Panama and Australia, adverse weather conditions in any of the foregoing countries, labour disruptions, mechanical failures, water supply, procurement and delivery of parts and supplies to the operations, and the production of off-spec material.
See First Quantum's annual information form for additional information on risks, uncertainties and other factors relating to the forward-looking statements and information. Although we have attempted to identify factors that would cause actual actions, events or results to differ materially from those disclosed in the forward-looking statements or information, there may be other factors, many of which are beyond the control of First Quantum, that might cause actual results, performances, achievements or events to differ from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking statements or information.
While First Quantum may elect to update the forward-looking statements at any time, First Quantum does not undertake to update them at any particular time or in response to any particular event, other than as may be required by applicable securities laws. Investors and others should not assume that any forward-looking statement in this press release represent management's estimate as of any date other than the date of this press release.
For further information visit our web site at www.first-quantum.com
FOR FURTHER INFORMATION PLEASE CONTACT:
First Quantum Minerals Ltd. - North American Contact
Director, Investor Relations
(647) 346-3934 or Toll Free: 1 (888) 688-6577
(604) 688-3818 (FAX)
First Quantum Minerals Ltd. - United Kingdom Contact
+44 140 327 3484
+44 140 327 3494 (FAX)
+44 778 994 3482
+44 20 7016 9155 or +44 7786 241 145