Stillwater Mining Company (NASDAQ:SWC) Files An 8-K Entry into a Material Definitive Agreement
ITEM1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On December 9, 2016, Stillwater Mining Company (Stillwater)
entered into an Agreement and Plan of Merger (the Merger
Agreement) with Sibanye Gold Limited (Parent or Sibanye), Thor US
Holdco Inc. (US Holdco) and Thor Mergco Inc., an indirect wholly
owned subsidiary of Parent (Merger Sub).
The Merger Agreement provides that, among other things and
subject to the terms and conditions therein, (1) Merger Sub will
be merged with and into Stillwater and (2) at the effective time
of the merger, each outstanding share of common stock of
Stillwater, par value $0.01 per share (the Shares) (other than
Shares owned by Stillwater, Parent or their respective
subsidiaries or Shares with respect to which appraisal rights are
validly exercised and not lost in accordance with Delaware law)
will be converted into the right to receive $18.00 per share in
cash without interest.
In the merger, each outstanding Company stock option and
restricted stock unit award will be immediately vested and
converted into the right to receive a cash payment equal to the
product of (1) the number of Shares subject to such award and (2)
the per share price (less, in the case of stock options, the
exercise price per share), less any applicable taxes.
The closing of the merger is subject to (1) the adoption of the
Merger Agreement by the holders of a majority of the outstanding
Shares, (2) the approval of the merger by the holders of a
majority of Parents shares present and voting, (3) the approval
of the related issuance of shares by Parent in a rights offering
by the holders of at least 75% of Parents shares present and
voting, (4) the expiration of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, CFIUS
clearance and the approval of the South African Reserve Bank, and
(5) other customary conditions.The closing of the merger is not
subject to a financing condition.Parents two largest
shareholders, which in aggregate represent 29.08% of Parents
issued share capital, have confirmed their support of the
transaction, and Parent has secured bridge financing of $2.7
billion provided by Citi and HSBC to fund the transaction
consideration and repay certain existing indebtedness of
Stillwater.
The Merger Agreement contains customary non-solicitation
restrictions prohibiting Stillwater from soliciting alternative
acquisition proposals from third parties or providing information
to or participating in discussions or negotiations with third
parties regarding alternative acquisition proposals, subject to
customary exceptions relating to proposals that would reasonably
be expected to lead to a Superior Proposal (as defined in the
Merger Agreement).
The Merger Agreement also contains termination rights, including
that either Stillwater or Parent may terminate the Merger
Agreement if the merger is not completed on or prior to June 30,
2017, subject to extension in certain circumstances. Stillwater
is required to pay Parent a break-up fee of $16.5 million plus
reimbursement of expenses up to $10 million in the event the
merger agreement is terminated in certain circumstances,
including if Stillwaters Board of Directors changes its
recommendation in favor of the merger and in certain other
events.Parent is required to pay Stillwater a break-up fee of $33
million plus reimbursement of expenses up to $10 million in the
event that the merger agreement is terminated in certain
circumstances, including the failure to obtain Sibanye
shareholder or certain other approvals.
The parties expect the closing to occur in the first half of
2017.
The foregoing summary of the Merger Agreement and the
transactions contemplated by the Merger Agreement does not
purport to be complete and is subject to, and qualified in its
entirety by, the full text of the Merger Agreement, which is
filed as Exhibit 2.1 to this Form 8-K.
The Merger Agreement and the above description have been included
to provide investors and security holders with information
regarding the terms of the Merger Agreement. They are not
intended to provide any other factual information about
Stillwater, Parent, US Holdco and Merger Sub or their respective
subsidiaries or affiliates or equityholders. The representations,
warranties and covenants contained in the Merger Agreement were
made only for purposes of that agreement and as of specific
dates, were solely for the benefit of the parties to the Merger
Agreement and may be subject to limitations agreed upon by the
parties, including by being qualified by confidential disclosures
made by each contracting party to the other for the purposes of
allocating contractual risk between them that differ from those
applicable to investors. Investors should be aware that the
representations, warranties and covenants or any description
thereof may not reflect the actual state of facts or condition of
Stillwater, Parent, US Holdco and Merger Sub or any of their
respective subsidiaries, affiliates, businesses, or
equityholders. Moreover, information concerning the subject
matter of the representations, warranties and covenants may
change after the date of the Merger Agreement, which subsequent
information may or may not be fully reflected in public
disclosures by Stillwater, Parent, US Holdco and Merger Sub.
Accordingly, investors should read the disclosures of Stillwater,
Parent and their respective subsidiaries that the respective
companies include in reports, statements and other filings they
make with the U.S. Securities and Exchange Commission (the SEC).
ITEM7.01 |
REGULATION FD DISCLOSURE |
On December 9, 2016, Stillwater issued a press release announcing
the execution of the Merger Agreement. A copy of the press
release is attached hereto as Exhibit 99.1 and is incorporated
into this Item 7.01 by reference.
On December 9, 2016, Michael McMullen, CEO of Stillwater, sent an
email to the employees of Stillwater announcing the execution of
the Merger Agreement. A copy of that email is attached hereto as
Exhibit 99.2 and is incorporated into this Item 7.01 by
reference.
On December 9, 2016, Michael McMullen, CEO of Stillwater,
recorded a message to the employees of Stillwater announcing the
execution of the Merger Agreement. A script of that recording is
attached hereto as Exhibit 99.3 and is incorporated into this
Item 7.01 by reference.
On December 9, 2016, Stillwater created an intranet site for its
employees announcing the execution of the Merger Agreement. A
copy of the text of that site is attached hereto as Exhibit 99.4
and is incorporated into this Item 7.01 by reference.
In accordance with General Instruction B.2. of Form 8-K, the
press release, email, message script, and intranet site text
shall not be deemed filed for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the Exchange Act) or
otherwise subject to the liabilities of that section, nor shall
such information be deemed incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific
reference in such a filing.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE
SEC
This communication does not constitute the solicitation of any
vote, proxy or approval. In connection with the proposed
transaction, Stillwater intends to file with the SEC relevant
materials, including a proxy statement. The proxy statement and
other relevant documents will be sent or otherwise disseminated
to Stillwaters shareholders and will contain important
information about the proposed transaction and related matters.
STILLWATER SHAREHOLDERS ARE ADVISED TO READ THE PROXY STATEMENT
AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME
AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED TRANSACTION. The proxy statement and other relevant
documents may also be obtained, free of charge, on the SECs
website (http://www.sec.gov), when available. Stillwater
shareholders may obtain free copies of the proxy statement by
contacting Stillwaters Investor Relations department at (720)
502-7671 or via e-mail at investor-relations@stillwatermining.
PARTICIPANTS IN THE SOLICITATION
Stillwater, Sibanye and their respective directors and officers
may be deemed participants in the solicitation of proxies of
Stillwaters shareholders in connection with the proposed
transaction. Stillwaters shareholders and other interested
persons may obtain, without charge, more detailed
information regarding the officers of Stillwater in Stillwaters
Annual Report on Form 10-K for the fiscal year ended December 31,
2015, which was filed with the SEC on February 22, 2016, and
regarding the directors of Stillwater in Stillwaters proxy
statement filed with the SEC on March 23, 2016, for its 2016
Annual Meeting of Shareholders. Additional information regarding
the interests of participants in the solicitation of proxies in
connection with the proposed transaction will be included in the
proxy statement that Stillwater intends to file with the SEC.
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K and the press release furnished
herewith include forward-looking statements within the meaning of
the safe harbor provisions of the United States Private
Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of words such as target,
will, forecast, expect, potential, intend, estimate, anticipate,
can and other similar expressions that predict or indicate future
events or trends or that are not statements of historical
matters. Statements related to expected timing of the
transactions (including completion), pricing expectations, levels
of output, supply and demand, information related to the Blitz
Project and estimations or expectations of enterprise value,
EBTIDA and net asset values, are forward-looking statements. The
forward-looking statements contained in this filing and the press
release furnished herewith involve a number of known and unknown
risks, uncertainties and other factors, many of which are
difficult to predict and generally beyond the control of
Stillwater, that could cause Stillwaters actual results and
outcomes to be materially different from historical results or
from any future results expressed or implied by such
forward-looking statements. Such risks, uncertainties and other
factors include, without limitation: Sibanyes or Stillwaters
ability to complete the proposed transaction; the inability to
complete the proposed transaction due to failure to obtain
approval of the shareholders of Sibanye or Stillwater or other
conditions in the Merger Agreement; and changes in the market
price of gold, platinum group metals (PGMs) and/or uranium. These
forward-looking statements speak only as of the date of this
filing.
Stillwater does not undertake any obligation to update publicly
or release any revisions to these forward-looking statements to
reflect events or circumstances after the date of this filing or
to reflect the occurrence of unanticipated events.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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| 2.1 |
Agreement and Plan of Merger, dated as of December 9, 2016, by and among Stillwater Mining Company, Parent, US Holdco and Merger Sub. |
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| 99.1 |
Press release, dated December 9, 2016 (solely furnished, and not filed, for purposes of Item 7.01) |
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| 99.2 | Stillwater Employee Email dated December 9, 2016. | |
| 99.3 | Stillwater Employee Hotline Script recorded December 9, 2016. | |
| 99.4 | Stillwater Employee Intranet site. |
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Schedules have been omitted to Item 601(b)(2) of Regulation S-K. Stillwater hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the U.S. Securities and Exchange Commission |
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
| Dated: December 9, 2016 | STILLWATER MINING COMPANY | |||||
| By: |
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| Brent R. Wadman | ||||||
| Corporate Secretary |
EXHIBIT INDEX
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| 2.1 |
Agreement and Plan of Merger, dated as of December 9, 2016, by and among Stillwater Mining Company, Parent, US Holdco and Merger Sub. |
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| 99.1 |
Press release, dated December 9, 2016 (solely furnished, and not filed, for purposes of Item 7.01) |
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| 99.2 | Stillwater Employee Email dated December 9, 2016. | |
| 99.3 | Stillwater Employee Hotline Script recorded December 9, 2016. | |
| 99.4 | Stillwater Employee Intranet site. |
| Schedules have been omitted |
About Stillwater Mining Company (NASDAQ:SWC)