UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report: July 11, 2011
(Date of earliest event reported)
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Stillwater Mining Company
(Exact name of registrant as specified in its charter)
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DE
(State or other jurisdiction
of incorporation)
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001-13053
(Commission File Number)
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81-0480654
(IRS Employer
Identification Number)
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1321 Discovery Drive, Billings, Montana
(Address of principal executive offices)
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59102
(Zip Code)
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(406) 373-8700
(Registrant's telephone number, including area code)
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Not Applicable
(Former Name or Former Address, if changed since last report)
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EXPLANATORY NOTE
This Amendment No. 1 on Form 8-K/A (this “Amendment”) amends our Form 8-K relating to the announcement of an acquisition agreement as filed with the Securities and Exchange Commission on July 11, 2011 (the “Original Filing”) under the incorrect item number. The Form 8-K filed earlier today was incorrectly filed under Item 1.01 (Entry into a Material Definitive Agreement) when in fact the disclosure needed to be and herein is reclassified correctly as furnished under Item 7.01 (Regulation FD Disclosure). Exhibit 99.1 filed with the Original Filing is hereby furnished (and not filed) as Exhibit 99.1. This Amendment contains the complete text of the original report with the corrected information appearing in the correct Item numbers.
Item 7.01. Regulation FD Disclosure
On July 11, 2011, Stillwater Mining Company and Peregrine Metals issued a press release announcing an acquisition agreement.
Item 9.01. Financial Statements and Exhibits
(a) Financial statements:
None
(b) Pro forma financial information:
None
(c) Shell company transactions:
None
(d) Exhibits
99.1 Press Release of Stillwater Mining Company dated July 11, 2011
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Dated: July 11, 2011
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STILLWATER MINING COMPANY
By: /s/ Brent R. Wadman
Brent R. Wadman
Corporate Secretary
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Exhibit Index
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Exhibit No.
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Description
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Press Release of Stillwater Mining Company dated July 11, 2011
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Stillwater to Diversify and Enhance Growth Pipeline Through Acquisition of Significant, Large Scale Copper and Gold Opportunity in Argentina Substantial Development Potential to Create Long-Term Value for Both Companies' Shareholders, Increases Stillwater's Exposure to Broader Commodity Classes
BILLINGS, MT and VANCOUVER, BC, Jul 11, 2011 --
Stillwater Mining Company (NYSE: SWC) ("Stillwater") and Peregrine Metals Ltd. (TSX: PGM) ("Peregrine") today announced that they have entered into a definitive agreement (the "Agreement") pursuant to which Stillwater, by way of a Canadian plan of arrangement, will acquire all of the outstanding shares of Peregrine. Under the terms of the Agreement, Stillwater will exchange 0.08136 shares of Stillwater common stock and US$1.35 in cash for each common share of Peregrine. Based on the closing share price of Stillwater common stock as of July 8, 2011, which was US$23.72, the Agreement places a value on Peregrine common shares of US$3.28 (CDN$3.16) per share. This represents a total purchase price of US$487.1 million, and assumes the exercise of all outstanding Peregrine options and warrants resulting in a CDN$34.4 million (US$35.7 million) contribution to treasury, and implying a net equity value of US$451.4 million. Upon completion of the transaction, Stillwater and Peregrine shareholders will own approximately 89.5% and 10.5%, respectively, of the combined company on a fully diluted basis.
After the completion of this transaction, Stillwater plans to further delineate, develop and operate Peregrine's Altar porphyry copper-gold deposit ("Altar"), a large, undeveloped open-pit resource located in the San Juan province of Argentina. Altar has Canadian NI 43-101 compliant measured and indicated copper resources of 7.4 billion pounds of copper and inferred copper resources of 4.3 billion pounds, both at a 0.3% copper equivalent cut-off grade. The property also has significant gold resources, with 1.5 million ounces of measured and indicated resource and an inferred resource of 880 thousand ounces. The resources at Altar are open to expansion laterally in three directions and at depth.
Altar is located in a mining-friendly jurisdiction with several other active, large-scale, copper and gold mines as well as exploration and development projects. Stillwater expects that development of the Altar project will benefit from potential infrastructure synergies as well as from its strategic location near key transportation routes across the nearby Chilean border and proximity to shipping facilities on the Pacific Ocean.
Both companies and their shareholders are expected to benefit from increased scale and an enhanced capital markets profile. Further, the transaction provides Stillwater immediate scale in copper resources, with the potential to develop into one of the leading copper producers in the Americas, and also provides increased exposure to gold resources. In combination with last year's Marathon acquisition in Canada and expansion opportunities at Blitz and Graham Creek in Montana, this transaction creates a robust pipeline of projects that enhances Stillwater's near- and long-term growth profile across platinum group metals ("PGMs"), gold and copper.
Discussing the Peregrine acquisition, Frank McAllister, Stillwater's Chairman and Chief Executive Officer, said, "For several years, one of Stillwater's primary strategic goals has been to grow and diversify our business through the acquisition and development of high-quality mining assets. The Peregrine transaction provides us with broader diversification into copper -- a metal with favorable long-term fundamentals driven by growing market demand -- as well as meaningful exposure to gold."
McAllister added, "In combination with our PGM producing assets in Montana and the continuing development of our Marathon assets in Canada, we are creating a leading mid-cap diversified mining company with a strong financial profile and a robust growth pipeline across attractive commodity classes and geographies. We believe that the mix of PGMs, gold and copper provides Stillwater and its shareholders with a unique and compelling investment proposition."
Eric Friedland, Peregrine's Chairman and Chief Executive Officer, said, "We are pleased to enter into a transaction that provides our shareholders with both immediate value as well as the ability to participate in the upside potential of a diversified mining company with a significant weighting in precious metals from secure jurisdictions, especially PGMs which are crucial to the rapidly growing world-wide automotive industry. Stillwater not only has the balance sheet strength, financing capabilities and cash flow required to advance Altar's development, but the proven operational track record and extensive management experience in the copper industry needed to do so in a thoughtful and diligent manner. It was also important to us to enter into a transaction with an internationally respected partner like Stillwater -- a company with a demonstrated commitment to fair labor practices, environmental sustainability, and responsible corporate citizenship in its operating communities."
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