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Frontera Copper Enters Into Definitive Agreement in Support of Southern Copper Corporation's Cash Offer of $0.65 Per Share
Toronto and Phoenix, AZ - February 4, 2009 - Frontera Copper Corporation (FCC:TSX, FCC.NT:TSX, FCC.NT.A:TSX) ("Frontera" or the "Company") today announced that it has entered into a support agreement with Southern Copper Corporation ("SCC") under which SCC has agreed to offer to acquire all of the issued and outstanding shares of the Company by way of a negotiated take-over bid at a price of $0.65 per share in cash (the "Offer"). The transaction values Frontera's equity at approximately $42 million.
The $0.65 per share cash consideration under the Offer represents a 10% premium over the price offered by Invecture Group, S.A. de C.V. ("Invecture") pursuant to Invecture's unsolicited take-over bid announced on December 3, 2008. The Offer also represents (i) a 38% premium over the closing price for Frontera shares on the trading day prior to the announcement of Invecture's take-over bid and (ii) a 12% premium over the closing price of $0.58 for Frontera shares on February 3, 2009.
As previously announced, the Company retained RBC Capital Markets and Beach, Hepburn LLP as its financial and legal advisors, respectively, to assist in the examination and consideration of various corporate strategic alternatives, including the evaluation of all prospective purchase offers that may be received for the Company. Completion of the process of identifying and engaging other potential acquirers resulted in the unanimous determination by the Company's Board of Directors that under present economic conditions, acceptance of the Offer is in the best interest of all shareholders of the Company. RBC Capital Markets has also provided an opinion to the Board of Directors that the consideration to be received by the shareholders under the Offer is fair, from a financial point of view, to shareholders of Frontera. As such, the Board unanimously recommends that Frontera shareholders accept the Offer and withdraw any previous tenders to the Invecture offer.
The support agreement provides for, among other things, a non-solicitation covenant from Frontera, the right of Frontera under certain circumstances to terminate the agreement in favor of an unsolicited superior proposal for Frontera, SCC's right to match any superior proposal and for the payment to SCC under certain circumstances of a termination fee of $2.1 million.
The Offer is conditional on the deposit to the Offer of at least 66 2/3% of the outstanding Frontera shares, as well as the receipt of any necessary regulatory approvals and satisfaction or waiver of other customary conditions. A take-over bid circular containing the terms of the Offer is expected to be filed on SEDAR on February 6, 2009, but in any event no later than February 13, 2009.
ABOUT SOUTHERN COPPER CORPORATION
Southern Copper Corporation is one of the largest integrated copper producers in the world and has the largest copper reserve of any listed company. It is a NYSE and Lima Stock Exchange (LSE) listed company that is 79.2% owned by Grupo Mexico, a Mexican company listed on the Mexican stock exchange. The remaining 20.8% ownership interest is held by the international investment community. SCC operates mining units and metallurgical facilities in Mexico and Peru and conducts exploration activities in Mexico, Peru and Chile.
ABOUT FRONTERA COPPER CORPORATION
Frontera Copper Corporation is a Canadian mining, development and exploration company whose principal activity is the production of copper cathode from the Piedras Verdes run-of-mine heap-leach copper operation in Sonora, Mexico.
For further information, please see Frontera Copper's website at www.fronteracopper.com or contact:
Rodney Prokop
Vice President, Investor Relations
(602) 424-5483
ir@fronteracopper.com
Alan Edwards
President and Chief Executive Officer
(602) 424-5488 |