Teck Cominco to Acquire Global Copper Corp.

Market Wire, April, 2008

Global Copper Corp. (TSX: GLQ) and Teck Cominco Limited (TSX:TCK.A and TCK.B, NYSE:TCK) announced today they have entered into an agreement for Teck to acquire Global by way of an arrangement under the Business Corporations Act (British Columbia). Global's principal asset is the Relincho copper/molybdenum deposit located in northern Chile, approximately 660 kilometers north of Santiago.

Under the arrangement, Global shareholders will receive C$12.00 or 0.26667 of a Teck Class B subordinate voting share per Global common share, subject to pro-ration, and one share of a new company, to be named Lumina Copper Corp.

At full pro-ration, Global shareholders will receive C$3.00 in cash and 0.2 of a Teck Class B share per Global common share. If the market price of Teck Class B shares at closing is less than C$45.00 per share, Teck will pay additional consideration, in cash or Teck Class B shares, such that the consideration payable for each Global share has a value of C$12.00. If at closing the market price of Teck Class B shares exceeds C$55.00, the number of Teck Class B shares to be issued will be reduced so that the value of the consideration per Global share does not exceed C$14.00. Teck expects to issue approximately 6.9 million Teck Class B shares and to pay approximately $104 million in cash in connection with the transaction.

Lumina Copper Corp. will hold all assets of Global other than the Relincho project, including Global's interest in the Taca Taca and San Jorge properties in Argentina, $10 million in cash and a 1.5% net smelter return royalty in respect of the Relincho project, payable commencing in the fifth year after the start of commercial production.

The transaction effectively values the Relincho project at a minimum of $415 million. The $12.00 minimum consideration payable by Teck represents a premium of 29% to the 20 day volume weighted average price of Global common shares on the Toronto Stock Exchange as at April 11, 2008, excluding the value of the Lumina shares to be received by Global shareholders.

Ross Beaty, Chairman of Global said, "I am very pleased with Teck's excellent offer to acquire our company. I know Teck well - it is an outstanding diversified mining company with extensive copper operations in Chile and is fully capable of developing Relincho into a major mine. Global shareholders will retain exposure to Relincho's future development through the Relincho royalty, and plenty of exposure to copper and exploration potential through the assets in our new company once this deal closes. I encourage all Global shareholders to vote in favour of this transaction."

Don Lindsay, President and Chief Executive Officer of Teck, said, "We are very pleased to be able to make this substantial addition to our Chilean copper portfolio, which already includes two operating mines with excellent near-term potential for further development and the largest foreign-owned portfolio of exploration lands in the country. Based on Global's published resource estimate for Relincho, this acquisition will increase Teck Cominco's measured and indicated copper resources by approximately 25% on a contained copper basis."

Teck and Global have entered into an agreement providing for, among other things, a non-solicitation covenant on the part of Global, subject to customary "fiduciary out" provisions that entitle Global to consider and accept a superior proposal, a right in favour of Teck to match any superior proposal and the payment to Teck of a termination payment of C$12.5 million in certain circumstances.

Closing of the transaction is subject to customary conditions, including approval by Global shareholders, and the receipt of court and necessary regulatory approvals. Holders of 40.4% of outstanding Global shares, including all of Global's directors and officers, have agreed to vote in favour of the transaction.

The Boards of Directors of both companies have unanimously approved the transaction. The Board of Directors of Global, after consultation with its financial and legal advisors and based, in part, upon the unanimous recommendation of an independent committee of the Board of Directors of Global, has determined unanimously that the arrangement is fair to Global's shareholders and is in the best interest of Global and Global's shareholders. Global's Board unanimously recommends that Global shareholders vote in favour of the arrangement. Raymond James Ltd. has provided an opinion that the transaction is fair, from a financial point of view, to Global shareholders. Borden Ladner Gervais LLP is acting as legal counsel to Global. Teck's financial advisors are BMO Capital Markets. Its legal advisors are Lang Michener LLP.

Full details of the transaction will be included in an information circular to be mailed to Global shareholders in accordance with applicable securities laws. The transaction is expected to close on or before September 30, 2008.

About Teck Cominco

Teck is a diversified mining company, headquartered in Vancouver, Canada. Shares are listed on the Toronto Stock Exchange under the symbols TCK.A and TCK.B and the New York Stock Exchange under the symbol TCK. The company is a significant producer of copper, zinc, metallurgical coal and specialty metals, and has interests in several oil sands development assets. Further information can be found at www.teckcominco.com .

 

BNET TalkbackShare your ideas and expertise on this topic

Please add your comment:

  1. You are currently: a Guest |
  2.  

Basic HTML tags that work in comments are: bold (<b></b>), italic (<i></i>), underline (<u></u>), and hyperlink (<a href></a)

advertisement
Click Here
advertisement
  • Click Here
  • Click Here
  • Click Here
advertisement

Content provided in partnership with Market Wire