(In United States dollars, except where noted otherwise)
TORONTO,
ON, Feb. 19, 2025 /PRNewswire/ -- First
Quantum Minerals Ltd. ("First Quantum" or the "Company") (TSX: FM)
today announced, with respect to its previously announced tender
offer (the "Tender Offer") to purchase for cash up to $500,000,000 aggregate principal amount
outstanding of its 6.875% Senior Notes due 2027 (the "Notes"), that
it has increased the maximum principal amount of the Tender Offer
from $500,000,000 (the "Original
Maximum Amount") to $750,000,000 (the
"New Maximum Amount"), subject to the terms and conditions set
forth in the offer to purchase dated February 19, 2025 (the "Offer to Purchase").
Capitalized terms used herein and not otherwise defined herein
shall have the meanings ascribed to them in the Offer to
Purchase.
As announced by the Company on February
19, 2025, the Company successfully priced and upsized its
concurrent offering of $1,000,000,000
aggregate principal amount of 8.000% senior notes due 2033 (the
"New Notes").
Accordingly, subject to the terms and conditions of the Tender
Offer as set forth in the Offer to Purchase, the Company hereby
announces that it is increasing the maximum aggregate principal
amount of Notes to be tendered pursuant to the Tender Offer to the
New Maximum Amount of $750,000,000.
The Tender Offer will expire at 5:00
p.m., New York City time,
on March 19, 2025 (such date, as may
be extended, the "Expiration Time"). Under the terms of the Tender
Offer, holders of the Notes ("Holders") who validly tender and do
not validly withdraw their Notes at or prior to 5:00 p.m., New York
City time, on March 4, 2025
(the "Early Tender Time") will be eligible to receive $1,012.00 per $1,000 principal amount of Notes (the "Total
Consideration"), consisting of the Tender Consideration (defined
below) plus $50.00 per $1,000 principal amount of Notes (the "Early
Tender Premium"). Holders of the Notes who validly tender their
Notes after the Early Tender Time, but at or prior to the
Expiration Time, will be eligible to receive $962.00 per $1,000
principal amount of Notes validly tendered and accepted for
purchase pursuant to the Tender Offer (the "Tender Consideration").
Tendered Notes may be withdrawn at any time at or prior to the
Early Tender Time, but not thereafter, unless extended.
The consummation of the Tender Offer remains subject to the
satisfaction or waiver, in the Company's discretion, of certain
conditions set forth in the Offer to Purchase, including the
closing and settlement of the New Notes on certain terms
satisfactory to the Company and resulting in net proceeds to the
Company sufficient to fund (i) the repayment of a $250.0 million portion of the Company's revolving
credit facility agreement and (ii) the aggregate Total
Consideration, assuming Notes in an aggregate principal amount of
at least equal to the Maximum Tender Amount are validly tendered
(regardless of the actual amount of Notes tendered) plus accrued
interest and unpaid interest. There can be no assurance that such
conditions will be satisfied. The Company reserves the right, in
its sole discretion, to waive or modify, subject to applicable law,
any one or more of the conditions to the Tender Offer as provided
in the Offer to Purchase, may delay the acceptance for payment of
Notes validly tendered and may terminate the Tender Offer. The
Company reserves the right to amend, extend, withdraw or terminate
the Tender Offer at any time and from time to time in its sole
discretion, subject to disclosure and other requirements as
required by applicable law, as provided in the Offer to
Purchase.
Except as described above in respect of the New Maximum Amount,
the terms of the Tender Offer remain unchanged, including, without
limitation, the Early Tender Time, the Withdrawal Date, the Early
Settlement Date, the Expiration Time and the Final Settlement Date,
each as defined in the Offer to Purchase. Holders who have
previously validly tendered (and not withdrawn) their Notes will
not need to re-tender their Notes to be eligible to receive the
Total Consideration.
Capitalized terms used in this announcement but not otherwise
defined shall have the meanings given to them in the Offer to
Purchase. Full details of the terms and conditions of the Tender
Offer are included in the Company's Offer to Purchase.
Copies of documents relating to the Tender Offer may be obtained
from Kroll Issuer Services Limited, the Tender and Information
Agent, at https://deals.is.kroll.com/fqml, by telephone at +44 20
7704 0880 or by e-mail at fqml@is.kroll.com.
The Company has engaged Goldman Sachs & Co. LLC, J.P. Morgan
Securities LLC, BNP Paribas and ING Bank N.V., London to serve as Dealer Managers for the
Tender Offer (the "Dealer Managers"). Questions regarding the
Tender Offer should be directed to a Dealer Manager using the
following contact information, as applicable:
Goldman Sachs & Co. LLC by telephone at +1 (800) 828-3182
(U.S. toll-free) and +44 207 774 4836 (London) or by e-mail at
gs-lm-nyc@ny.email.gs.com;
J.P. Morgan Securities LLC by telephone at +1 (212) 834-3554
(U.S. Collect) or +1 (866) 834-4666 (U.S. Toll-Free);
BNP PARIBAS by telephone at +33 1 55 77 78 94 (Europe), +1 (212) 841-3059 (U.S. collect) and
+1 (888) 210-4358 or by email at
liability.management@bnpparibas.com; and
ING Bank N.V., London Branch by
telephone at +44 20 7767 6784 (Europe) or by email at
liability.management@ing.com.
For further information, visit our website at
www.first-quantum.com or contact:
Bonita To, Director, Investor Relations
(416) 361-6400 Toll-free: 1 (888) 688-6577
E-Mail: info@fqml.com
DISCLAIMER
None of the Company, the Dealer Manager or the Tender and
Information agent makes any recommendation as to whether or not
Holders should tender their Notes or deliver consents or how much
they should tender in connection with the Tender Offer, and no one
has been authorized by any of them to make such recommendations.
Holders are urged to evaluate carefully all information contained
in the Offer to Purchase and consult their own investment and tax
advisors. Holders must make their own decisions as to whether to
tender their Notes and deliver consents, and, if so, the principal
amount of Notes to tender.
The distribution of the Offer to Purchase in certain
jurisdictions may be restricted by law. Persons into whose
possession the Offer to Purchase comes are required by the Company,
the Dealer Manager and the Tender and Information Agent to inform
themselves about, and to observe, any such restrictions.
It may be unlawful to distribute this press release in certain
jurisdictions. The information in this press release does not
constitute a notice of redemption, a solicitation to purchase or
sell, an offer to purchase or sell or the solicitation of an offer
to purchase or sell any of the securities described herein, nor
shall there be any offer or sale of such securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful. The Tender Offer is made solely pursuant to the Offer to
Purchase.
The New Notes will not be registered under the U.S. Securities
Act, or the securities laws of any state of the U.S. or other
jurisdictions and the Notes will not be offered or sold within the
U.S. or to, or for the account or benefit of, U.S. Persons (as
defined in Regulation S of the U.S. Securities Act), except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the U.S. Securities Act and the
applicable laws of other jurisdictions. The Company does not intend
to conduct a public offering in the
United States or any other jurisdiction.
This press release must be read in conjunction with the Offer to
Purchase. This press release and the Offer to Purchase contain
important information which should be read carefully before any
decision is made with respect to the Tender Offer. If any Holder is
in any doubt as to the action it should take, it is recommended
that such Holder seek its own financial and legal advice, including
as to any tax consequences, immediately from its stockbroker, bank
manager, solicitor, accountant or other independent financial or
legal adviser. Any individual or company whose Notes are held on
its behalf by a broker, dealer, bank, custodian, trust company or
other nominee or intermediary must contact such entity if it wishes
to tender Notes in the Tender Offer.
Any deadlines set by any intermediary will be earlier than the
deadlines specified in the Offer to Purchase.
Questions, requests for assistance and requests for additional
copies of the Offer to Purchase may be directed to the Tender and
Information Agent or the Dealer Managers at their addresses set
forth in this press release.
CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION
Certain information contained in this news release constitutes
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995 and "forward-looking
information" under applicable Canadian securities legislation. The
forward-looking statements and forward-looking information in this
news release include, among other things, the anticipated cash
expenditure to consummate the Tender Offer, as well as the
consummation, timing, settlement, size and terms of the Tender
Offer, including the Maximum Tender Amount, the Total
Consideration, the Early Tender Time, the Withdrawal Date, the
Early Settlement Date, the Expiration Time and the Final Settlement
Date. Often, but not always, forward-looking statements or
information can be identified by the use of words such as "plans",
"expects" or "does not expect", "is expected", "budget",
"scheduled", "estimates", "forecasts", "intends", "anticipates" or
"does not anticipate" or "believes" or variations of such words and
phrases or statements that certain actions, events or results
"may", "could", "would", "might" or "will" be taken, occur or be
achieved. With respect to forward-looking statements and
information contained herein, the Company has made numerous
assumptions including, among other things, assumptions about the
Company's ability to complete the concurrent offering of New Notes
and achieve the Company's goals. Forward-looking statements and
information by their nature are based on assumptions and involve
known and unknown risks, uncertainties and other factors which may
cause the actual results, performance or achievements, or industry
results, to be materially different from any future results,
performance or achievements expressed or implied by such
forward-looking statements or information. These factors include,
but are not limited to, events generally impacting global economic,
financial, political and social stability.
See the Company's Annual Information Form and other documents
filed with the securities regulators or similar authorities in
Canada (accessible under the
Company's profile on SEDAR+ at www.sedarplus.ca), the United States
Securities and Exchange Commission and the London Stock
Exchange for additional information on risks, uncertainties
and other factors relating to the forward-looking statements and
information. Although the Company has attempted to identify factors
that would cause actual actions, events or results to differ
materially from those disclosed in the forward-looking statements
or information, there may be other factors that cause actual
results, performances, achievements or events not to be
anticipated, estimated or intended. Also, many of these factors are
beyond First Quantum's control. Accordingly, readers should not
place undue reliance on forward-looking statements or information.
The Company undertakes no obligation to reissue or update
forward-looking statements or information as a result of new
information or events after the date hereof except as may be
required by law. All forward-looking statements and information
contained herein are expressly qualified by this cautionary
statement.
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SOURCE First Quantum Minerals
