Sociedad Punta del Cobre to Acquire Explorator Resources

Sociedad Punta del Cobre to Acquire Explorator Resources

Explorator Resources Inc. and Sociedad Punta del Cobre S.A. (“Pucobre”) are pleased to announce that they have entered into an acquisition agreement whereby a wholly-owned subsidiary of Pucobre will offer to acquire all of the issued and outstanding common shares of Explorator that Pucobre does not already own for $0.685 in cash per share. The acquisition cost to Pucobre will be approximately $55 million for approximately 83% of the Company, on a fully-diluted basis (and assuming the cashless exercise or acquisition of all options and warrants that are in the money). All amounts are in Canadian dollars, unless otherwise noted.

The $0.685 per share cash consideration represents a 37% premium over the closing price of Explorator’s common shares on the TSX Venture Exchange on March 25, 2011 and a 36% premium based on the 20-day volume weighted average price of the common shares over the period ended March 25, 2011.

Explorator’s Board of Directors has unanimously approved the acquisition and recommends that its shareholders vote their shares in favour of the acquisition, following receipt of a fairness opinion from its financial advisor.

The acquisition is to be completed by way of a statutory plan of arrangement and is subject to customary closing conditions, including the approval of 662/3% of the votes cast by Explorator shareholders and a simple majority of the votes cast by Explorator shareholders (other than Pucobre) at a special meeting, which is currently anticipated to take place in May 2011. The acquisition will also require court approval. Closing will take place soon after Explorator shareholders approve the acquisition and on obtaining the requisite court approval. The information circular for the acquisition is expected to be mailed to Explorator securityholders in April 2011.

Each of Explorator’s directors and officers, as well as certain other arm’s length shareholders of Explorator, have entered into a lock-up agreement with Pucobre under which they will vote approximately 28.60% of Explorator’s outstanding common shares in favour of the transaction.

Explorator has agreed not to solicit or initiate any discussion regarding any other business combination or sale of material assets. Explorator has also granted Pucobre a right to match any superior proposal and a termination fee payable to Pucobre by Explorator if the acquisition agreement is terminated as a result of Explorator recommending or approving an acquisition proposal or entering into an agreement with respect to a superior proposal or similar circumstances. Explorator has waived the application of its shareholder rights plan to the acquisition.

“We are pleased to take this step with Pucobre and believe the acquisition will benefit Explorator’s shareholders,” said David Prins, the President and CEO of Explorator.

Explorator’s financial advisor is Raymond James Ltd. and its legal counsel is Fraser Milner Casgrain LLP. Raymond James has also provided an opinion to the Board of Directors of Explorator that, as of the date of the signing of the acquisition agreement, and subject to the assumptions and limitations on which the opinions are based, the consideration to be received under the offer is fair, from a financial point of view, to Explorator’s shareholders, other than Pucobre. Pucobre’s financial advisor is TD Securities Inc. and its legal counsel is Bennett Jones LLP.

Pucobre currently owns 15,317,796 shares and 2,937,500 share purchase warrants, representing approximately 17% of the issued and outstanding Explorator shares. Assuming the exercise of the 2,937,500 warrants, Pucobre would own 18,255,296 shares or approximately 19.6% of the issued and outstanding shares on a partially diluted basis. Pucobre has entered into the acquisition agreement in order for its wholly-owned subsidiary to acquire all of the outstanding shares of Explorator (including shares issuable on the exercise of convertible securities of Explorator) that Pucobre does not already own for $0.685 cash per share.

Share this post