Inmet Mining Corp. (IMN.TO) said its Board has notified First Quantum Minerals Ltd. (FQM.L, FQVLF.PK,FM.TO) that it has declined to pursue First Quantum's proposal as it is not in the best interests of Inmet shareholders.
Inmet said that on November 25, it received an unsolicited non-binding, highly conditional proposal from First Quantum Minerals for First Quantum to acquire all of the shares of Inmet.
The proposal contemplates consideration of C$70.00 per Inmet share, subject to a maximum aggregate cash consideration of C$2.461 billion and a maximum number of First Quantum shares to be issued of approximately 112.679 million, resulting in an overall consideration mix of 50 percent cash and 50 percent First Quantum shares.
Inmet stated that the latest proposal followed an earlier similar unsolicited proposal received from First Quantum on October 28, 2012 that contemplated an acquisition price of C$62.50 per Inmet share. This initial proposal was declined by Inmet's Board of Directors on November 1, 2012.
In a separate press release, Inmet Mining announced that its Board has approved the adoption of a Shareholder Rights Plan. Inmet noted that the Rights Plan is not intended to prevent take-over bids. Rather, it is intended in the event of an unsolicited take-over bid to provide Inmet's Board of Directors and shareholders adequate time to consider and evaluate any such take-over bid and, if appropriate, seek alternatives to maximize shareholder value.
Under the Rights Plan, a bid that, among other things, is made to all shareholders on identical terms and conditions and that is open for at least 60 days may constitute a "Permitted Bid".
In order to implement the Rights Plan, Inmet's Board has authorized the issuance of one right per Inmet common share outstanding to holders of Inmet's common shares outstanding as of today.
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