Industria
Lundin Mining and BHP to Acquire Filo and Form a 50/50 Joint Venture to Progress the Filo del Sol and Josemaria Projects
"This strategic transaction is the key to unlocking the enormous value that the Vicuña District represents. As we partner to acquire Filo del Sol, one of the world's largest undeveloped copper-gold-silver deposits, with its true size yet to be defined, we are very excited about the future of the Company and our role in developing this region. Combined with the Josemaria project, we are now positioned to create a multi-generational mining district with significant synergies and cost savings on a scale that has the potential to become one of the largest of its kind. Importantly, we gain a valued partner in BHP and together we aim to generate long-term value through combining complementary skills and experiences, foundational to our near-term goal of becoming a top-tier copper producer."
BHP and Lundin Mining have agreed to jointly acquire Filo for total consideration of approximately C$4.1 billion , or C$33.00 per Filo Share . This represents a premium of 32.2% to Filo's unaffected 30-day volume weighted average price up to July 11, 2024 , and a premium of 12.2% to Filo's last closing price on the TSX on July 29 , 2024.
Filo shareholders may choose to receive in exchange for each Filo Share : C$33.00 in cash, 2.3578 Lundin Shares or any combination thereof, subject to an aggregate cap of C$2,767 million in cash and 92.1 million Lundin Shares (the "Maximum Shares"). In the event that the aggregate amount of the cash consideration or share consideration elected by all Filo shareholders exceeds the respective limits, the consideration will be pro-rated and Filo shareholders will receive the other form of consideration for the balance of their Filo Shares. Any cash payments for Filo Shares traded on Nasdaq First North Growth Market will be paid in Swedish kronor in accordance with Euroclear Sweden principles. On closing of the Filo Acquisition, existing shareholders of Lundin Mining and Filo are expected to own approximately 89% and 11% of Lundin Mining, respectively.
Lundin Mining's share of the consideration for the Filo Acquisition is approximately C$2,148 million ( US$1,550 million ), consisting of up to C$859 million in cash and C$1,289 million in Lundin Shares.
The Filo Acquisition will be implemented by a court-approved plan of arrangement under the Canada Business Corporations Act and will require approval by Filo shareholders in accordance with applicable Canadian corporate and securities laws.
Each of the directors and senior officers and certain other shareholders of Filo, representing in aggregate approximately 35% of the issued and outstanding Filo Shares, have entered into voting support agreements and have agreed to vote in favour of the Filo Acquisition unless the Arrangement Agreement is terminated.
In connection with the Filo Acquisition, BHP and Lundin Mining have each agreed to subscribe for 1,742,424 Filo Shares at a price of C$33.00 per share for aggregate gross proceeds of up to approximately C$115 million (the "Filo Share Placement") to provide interim financing to Filo, funded equally by BHP and Lundin Mining. The Filo Share Placement is not contingent on the closing of the Filo Acquisition or the Josemaria Transaction (as defined below).
On closing of the Filo Acquisition, Lundin Mining and BHP will each own 50% of Filo and the FDS project.
BHP and Lundin Mining have agreed to form the Joint Venture concurrently with the closing of the Filo Acquisition. Each of BHP and Lundin Mining would hold a 50% interest in the Joint Venture. Under the Joint Venture, the projects will be developed in accordance with sound mining principles consistent with international industry standards to deliver economic and social value.
BHP will pay US$690 million in cash to Lundin Mining, subject to certain adjustments, as consideration for Lundin Mining contributing the Josemaria project to the Joint Venture (the "Josemaria Transaction").
Lundin Mining and BHP will each contribute their respective interests in Filo and Lundin Mining will contribute the Josemaria project to the Joint Venture.
The Filo Acquisition, Josemaria Transaction and formation of the Joint Venture are inter-conditional, whereby completion of each transaction is dependent on completion of each of the other transactions.
BHP Investments Canada Inc., a wholly owned subsidiary of BHP Group Limited, and Lundin Mining have entered the Arrangement Agreement with Filo. The Arrangement Agreement includes customary deal-protection measures, including non-solicitation provisions that apply to Filo (subject to customary "fiduciary out" provisions), a right for BHP and Lundin Mining to match an unsolicited superior competing proposal to acquire Filo, a termination payment of C$135 million payable by Filo (half payable to Lundin Mining and half payable to BHP) in certain circumstances and a reverse termination payment of C$135 million payable by Lundin Mining and BHP to Filo in certain circumstances. In addition to the approval of Filo shareholders, the Filo Acquisition is also subject to the receipt of court approval, regulatory approvals including the approval by the TSX, and the admission to trading of the new Lundin Mining Shares and other customary closing conditions for transactions of this nature.
The Filo Acquisition, the Josemaria Transaction, the Filo Share Placement and the entering into of the Arrangement Agreement has been unanimously approved by the Board of Directors of Lundin Mining (excluding certain Directors who abstained from voting). A special committee of independent Directors of Lundin Mining unanimously recommended that the Board of Directors of Lundin Mining approve the Filo Acquisition, the Josemaria Transaction, the Filo Share Placement and the entering into of the Arrangement Agreement. Lundin Mining will prepare documentation as required under the EU Prospectus Regulation. Lundin Mining shareholder approval is not required for the Filo Acquisition, the Josemaria Transaction or the Filo Share Placement.
Rothschild & Co has provided a fairness opinion to the Board of Directors of Lundin Mining and Morgan Stanley Canada Ltd. has provided a fairness opinion to the Lundin Mining special committee, each stating that, as of the date of such opinion, and based upon and subject to the assumptions, limitations and qualifications stated in such opinion, (i) the consideration to be paid by Lundin Mining for its effective interest in the Filo Shares pursuant to the Filo Acquisition is fair, from a financial point of view, to Lundin Mining; (ii) the consideration to be received by Lundin Mining pursuant to the Josemaria Transaction is fair, from a financial point of view, to Lundin Mining; and (iii) in the aggregate, the consideration to be paid by Lundin Mining for its effective interest in the Filo Shares pursuant to the Filo Acquisition and the consideration to be received by Lundin Mining pursuant to the Josemaria Transaction is fair, from a financial point of view, to Lundin Mining.
BMO Capital Markets has provided a fairness opinion to the Board of Directors of Filo and National Bank Financial has provided a fairness opinion to the Filo special committee, each stating that, as of the date of such opinion, and based upon and subject to the assumptions, limitations and qualifications stated in such opinion, that the consideration to be received by Filo shareholders pursuant to the Filo Acquisition is fair, from a financial point of view, to Filo shareholders.
None of the securities to be issued pursuant to the Transaction have been or will be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and any securities issuable in the Filo Acquisition are anticipated to be issued in reliance upon the available exemption from such registration requirements pursuant to Section 3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws. This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities.
The Filo Share Placement will be funded equally by BHP (approximately C$57.5 million ) and Lundin Mining (approximately C$57.5 million ). On closing of the Filo Share Placement, BHP and Lundin Mining will own approximately 7.1% and 1.7%, respectively, of the issued and outstanding Filo Shares.
The Filo Share Placement is not conditional on completion of the Filo Acquisition and is expected to complete on or before August 12 , 2024.
Filo intends to use the proceeds from the Filo Share Placement to fund ongoing exploration and general working capital expenses.
The Josemaria Transaction is subject to the receipt of regulatory approvals and other customary closing conditions for transactions of this nature.
BHP and Lundin Mining have executed a term sheet which will form the basis for negotiation of the definitive Joint Venture agreement. BHP and Lundin Mining expect to enter into the Joint Venture agreement by completion of the Filo Acquisition.
Closing is expected to occur in the first quarter of 2025 subject to satisfaction of the conditions to closing.
In connection with the Filo Acquisition and the Josemaria Transaction, Lundin Mining has retained Rothschild & Co as financial advisor, Cassels Brock & Blackwell LLP and Sullivan & Cromwell LLP as legal counsel. Morgan Stanley Canada Limited is acting as financial advisor and Fasken Martineau DuMoulin LLP is acting as legal counsel to the special committee of the Lundin Mining Board of Directors.
In connection with the Filo Acquisition and the Josemaria Transaction, BHP has retained TD Securities as financial advisor and Stikeman Elliot LLP as legal counsel.
In connection with the Filo Acquisition, Filo has retained BMO Capital Markets as financial advisor and Blake, Cassels & Graydon LLP as legal counsel. National Bank Financial is providing a fixed fee fairness opinion to the Filo special committee and the Filo Board of Directors.
Filo owns 100% of the FDS deposit, which is an advanced-stage copper exploration project located along the border of the San Juan Province in Argentina and the Atacama Region of Chile . Filo has continued to expand FDS, extending the strike length of mineralisation to over 5 kilometres, with multiple reported high grade copper drill intercepts.
Lundin Mining owns 100% of the Josemaria project, which is an advanced stage copper project, located approximately 10 kilometres from FDS in San Juan Province , Argentina . A feasibility study for the Josemaria project was completed in November 2020 and an Environmental Social Impact Assessment was approved by the Mining Authority of San Juan , Argentina in April 2022 . The Josemaria project features favourable topography for the placement of infrastructure for the district, with expansion potential.
Lundin Mining is a diversified Canadian base metals mining company with operations and projects in Argentina , Brazil , Chile , Portugal , Sweden and the United States of America , primarily producing copper, zinc, gold and nickel.
The information in this news release is information that Lundin Mining is required to make public under the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out below on July 29, 2024 at 16:30 PDT .
The Company will hold a telephone conference call and webcast at [ 06:00 PDT , 9:00 EDT , 15:00 CET ] on Tuesday, July 30, 2024 to discuss the highlights of the transaction. Conference call details are provided below. Please dial in 15 minutes prior to the call start to ensure placement into the conference on time.
To view the live webcast presentation, please log on using this direct link:
https://onlinexperiences.com/Launch/QReg/ShowUUID=06B69F41-AAB0-44CF-A9E5-C6B8778E1A84&LangLocaleID=1033
The presentation slideshow will also be available in PDF format on the Lundin Mining website www.lundinmining.com before the conference call. A replay of the telephone conference will be available after the completion of the call.
Call-in numbers for the replay are ( North America ): [+1 888 660 6264]. The passcode for the replay is: [64144]
A replay of the webcast will be available by clicking on the [direct link] above.
For further information, please contact: Stephen Williams , Vice President, Investor Relations: +1 604 806 3074; Robert Eriksson , Investor Relations Sweden: +46 8 440 54 50
View original content:https://www.prnewswire.co.uk/news-releases/lundin-mining-and-bhp-to-acquire-filo-and-form-a-5050-joint-venture-to-progress-the-filo-del-sol-and-josemaria-projects-302209139.html