Inmet and Petaquilla Copper Reach Agreement On Acquisitionadmin
Tuesday, August 26th 2008
Inmet Mining Corporation and Petaquilla Copper Ltd. announced that they have signed a letter agreement pursuant to which PTC’s board of directors has agreed to unanimously support a revised offer by Inmet to acquire all the outstanding common shares of PTC. Pursuant to the terms of the revised Offer, PTC shareholders will be entitled to receive $2.20 in cash per PTC common share. The directors and officers of PTC have indicated, and Petaquilla Minerals Ltd. which owns 20,418,565 common shares of PTC has agreed, that they will enter into lock-up agreements with Inmet pursuant to which they will tender their PTC common shares to the revised Offer. A total of 37,836,129 common shares of PTC or approximately 25.4 percent of PTC’s outstanding common shares on a fully diluted basis will be subject to lock-up agreements.
Inmet and PTC will work together to settle and execute as soon as practicable a support agreement containing usual and customary terms providing for, among other things, minimum acceptance of the revised Offer by PTC shareholders holding at least 66 2/3 percent of the outstanding shares of PTC calculated on a fully diluted basis (excluding PTC common shares currently owned by Inmet and its affiliates), a non-solicitation covenant, customary fiduciary out provisions, a right in favour of Inmet to match a superior proposal and the payment to Inmet of a termination payment in certain circumstances. The support agreement will also provide for the immediate cessation of PTC’s activities on or relating to the Petaquilla concession. PTC and Inmet expect the support agreement to be finalized and executed by them by no later than Friday, August 29, 2008.
Inmet also expects to mail to PTC shareholders a notice of extension and variation related to the revised Offer of $2.20 in cash per PTC common share subsequent to execution of the support agreement. In the meantime, Inmet will extend the current offer of $2.00 per PTC common share until 11:59 p.m. (Toronto time) on September 8, 2008.
Inmet is a Canadian-based global mining company that produces copper, zinc and gold. Inmet has interests in four mining operations in locations around the world: Cayeli, Pyhäsalmi, Troilus and Ok Tedi. Inmet also has interests in three development properties, Las Cruces, Cerattepe and Petaquilla.
About Petaquilla Copper Ltd. – Petaquilla Copper Ltd. is a resource development company headquartered in Vancouver, Canada. Its shares are listed on the Toronto Stock Exchange under the symbol PTC.