FOR IMMEDIATE RELEASE TSX, ASX: AVM
September 29, 2011 Common shares outstanding 158 Million
All amounts are expressed in US dollars, unless otherwise stated.
Binding Agreement with Minmetals Resources Limited
to Make C$8.00 Cash Takeover Bid For All Shares
Montréal, Canada: Anvil Mining Limited (TSX, ASX: AVM) (“Anvil” or the
“Company”). Anvil is pleased to announce that it has entered into a binding agreement (the
“Support Agreement”) with Minmetals Resources Limited (“Minmetals”) pursuant to
which Minmetals has agreed, subject to the terms of the Support Agreement, to make an offer
to purchase all common shares of Anvil by way of a friendly take-over bid at a price of
C$8.00 per share in cash (the “Offer”).
Pursuant to Anvil’s previously announced strategic review process, Anvil received proposals
from a number of potential parties expressing an interest in acquiring Anvil. After reviewing
such proposals and consulting with its financial and legal advisors, Anvil’s Board of
Directors has concluded that the Offer is in the best interest of shareholders, and the Board of
Directors has unanimously determined to recommend to shareholders that they accept the
Offer.
Minmetals has also entered into a lockup agreement with all of the Corporation’s directors
and senior officers and with Trafigura Beheer B.V. (“Trafigura”), Anvil’s largest
shareholder, who together hold in aggregate approximately 40.1% of the outstanding shares
of the Company on a fully diluted basis (excluding out of the money options).
Anvil’s financial advisor, BMO Capital Markets, has provided an opinion that, based upon
and subject to the assumptions, limitations, and qualifications stated in such opinion, the
consideration proposed to be paid to the holders of Anvil common shares pursuant to the
Offer is fair from a financial point of view to such shareholders. Paradigm Capital Inc. has
acted as financial advisor to Anvil’s independent directors and has provided an opinion that,
based upon and subject to the assumptions, limitations, and qualifications stated in such
opinion, the consideration proposed to be paid to the holders of Anvil common shares
pursuant to the Offer is fair from a financial point of view to such shareholders (other than
Trafigura and its subsidiaries and Minmetals and its subsidiaries).
The Offer represents a 30% premium to the 20-day volume weighted average price (VWAP)
as at September 29, 2011 of the Company’s common shares on the TSX and a 39% premium
to the closing price of the Company’s common shares on the TSX on September 29, 2011,
immediately prior to the announcement of the Offer.
2
The Support Agreement contains customary deal support provisions including nonsolicitation
and right to match covenants in favour of Minmetals and the payment to
Minmetals of a termination fee of C$53 million if the acquisition is not completed in certain
specified circumstances. Minmetals has also agreed to pay a reverse break-fee of C$20
million to Anvil in certain circumstances (including if Minmetals shareholder approval is not
obtained within 80 days of the commencement of the Offer). The obligation of Minmetals to
take up and pay for Anvil common shares pursuant to the Offer is subject to certain
conditions, including a sufficient number of shares being tendered to the Offer such that
Minmetals and its affiliates would own at least 662/3% of the Company’s shares on a fullydiluted
basis, the receipt of the approval of Minmetals’ shareholders in accordance with the
Hong Kong Stock Exchange Listing Rules, the receipt of foreign investment approval in
Australia, the absence of a material adverse change with respect to Anvil and certain other
conditions. The Offer is not conditional on financing. Minmetals may waive certain
conditions of the Offer in certain circumstances. If the Offer is successful, Minmetals has
agreed to take steps available to it under relevant corporate and securities laws to acquire any
remaining outstanding Anvil common shares.
Minmetals has announced that it intends to commence its Offer and to mail its take-over bid
circular as soon as practicable and in any event by October 21, 2011. The Offer will be open
for acceptance for a period of not less than 35 days. Anvil’s Board of Directors has agreed
that its Directors’ Circular recommending the Offer will be mailed to shareholders at the
same time as the mailing of the Minmetals take-over bid circular. The details of the Offer will
be contained in the take-over bid circular.
BMO Capital Markets is acting as financial advisor to Anvil and Lawson Lundell LLP is
acting as legal counsel to Anvil. Paradigm Capital Inc. is acting as financial advisor to
Anvil’s independent directors and Cassels Brock & Blackwell LLP is acting as legal counsel
to Anvil’s independent directors. Stikeman Elliott LLP is acting as legal counsel to Trafigura
Beheer B.V.
Anvil Mining Limited is a copper producer whose shares are traded on the Toronto Stock
Exchange (as Common Shares) and the Australian Securities Exchange (as CDIs) under the
symbol AVM.
For further information, please contact:
Darryll Castle Robert La Vallière
President & CEO Vice President Corporate Affairs
Tel: +61 (8) 9481 4700 Tel: (Office) +1 (514) 448 6664, (Cell) +1 (514) 944 9036
Email: darryllc@anvilmining.com (Perth) Email: robertl@anvilmining.com (Montréal)
Website: www.anvilmining.com
Greeny
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