The mining newspaper for Alaska and Canada's North
The mining newspaper for Alaska and Canada's North
Embattled bcMetals pursues poison pill, joint venture to repel hostile bid from Imperial Metals and other unwanted attention
Taseko Mines Ltd. said Nov. 10 it will reconsider plans to offer C$35.7 million ($31.6 million) to acquire bcMetals Corp. in the wake of that junior's maneuvers to avoid a hostile takeover.
Taseko, a subsidiary of Hunter Dickinson Ltd., had said Nov. 2 it was about to bid C$1.05 for each bcMetals share, an 11 percent premium over an earlier hostile offer by Imperial Metals Corp. of 95 Canadian cents per share.
"We believe this offer represents a solid premium over the Imperial Metals bid and fairly values bcMetals shares," Taseko CEO Russ Hallbauer said in a statement.
"It means immediate cash in the hands of bcMetals' shareholders rather than a minority position in a mine development joint venture. We will finance this acquisition from existing cash reserves."
Vancouver, British Columbia-based Taseko owns the Gibraltar copper-molybdenum mine and Prosperity, an advanced-stage copper porphyry project, both located in south-central British Columbia.
Hunter Dickinson is developing the Pebble copper-molybdenum deposit in southwest Alaska through its Northern Dynasty Ltd. subsidiary.
Taseko offer subject to conditions
Taseko said its buyout offer was subject to several conditions, mainly that 90 percent of bcMetals shares are tendered to the bid, a concurrent acquisition by Taseko of the minority shares of bcMetal's subsidiary, American Bullion Minerals Ltd., and rejection by bcMetals shareholders of the company's recently announced poison pill, or limited purpose shareholder rights plan, and rejection of a proposed joint venture with a Chinese investment company to develop the Red Chris copper-gold property. The shareholders are scheduled to vote on the poison pill plan and the joint venture at a special meeting called by bcMetals management for Nov. 30.
Given a series of events that that occurred after announcing its bid, Taseko said it would re-evaluate its options.
Meanwhile, Vancouver, British Columbia-based bcMetals plans to adopt the poison pill, which is designed to dissuade hostile suitors from pursuing their bids. bcMetals management said earlier it considers the buyout offer from Imperial, a Canadian mine development and operating company with headquarters in Vancouver, to be financially inadequate. bcMetals also said it would evaluate Taseko's offer when it received an actual bid from the company.
Managers of bcMetals want shareholders to approve the proposed joint venture with Global International Jiangxi Copper Mining Co. Ltd. to develop the Red Chris property.
Imperial said Nov. 3 that it holds about 18 percent, or nearly 7 million shares of bcMetals stock. Imperial owns Mount Polley open pit copper/gold producing mine (100 percent interest) in central British Columbia, the Huckleberry open pit copper/molybdenum producing mine (50 percent interest) in northern British Columbia, and the development stage Sterling gold mine (100 percent interest) in southwest Nevada. On Nov. 2, Imperial extended the original deadline for its offer to Nov. 14.
bcMetals requests restraining order
In an effort to derail Imperial's bid, bcMetals asked the British Columbia Securities Commission for an order restraining Imperial from taking up and paying for shares of bcMetals deposited under Imperial's offer.
Imperial also asked the BCSC to issue a permanent order to cease trade of any securities that may be issued under bcMetals' limited purpose shareholder rights plan, dated Oct. 19.
The fracas came to a head Nov. 10 when the BCSC dismissed Imperial's request for a cease trade order for bcMetals stock under the poison pill plan. The BCSC also denied bcMetals' request for an order requiring Imperial to allow bcMetals shareholders who took Imperial's buyout offer to withdraw their securities.
bcMetals also said Nov. 10 it will proceed with the special shareholders meeting scheduled for Nov. 30.
Additionally, bcMetals management announced plans to extend the company's poison pill plan in view of Taseko's offer to buy out the company.
However, bcMetals also said it will continue to consider and respond to expressions of interest from third parties regarding potential transactions. bcMetals has said it opened its books to nine companies.
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