UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
Form 8-K
______________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event Reported): April 25, 2017
Stillwater Mining Company
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-13053 | 81-0480654 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
| 26 West Dry Creek Circle, Suite 400, Littleton, CO | 80120 |
| (Address of Principal Executive Offices) | (Zip Code) |
(406) 373-8700
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | ||
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item 8.01. Other Events.
On April 25, 2017, Stillwater Mining Company (the “Company”) issued a press release announcing the Company’s stockholders approved the Agreement and Plan of Merger, among the Company, Sibanye Gold Limited, Thor US Holdco Inc., and Thor Mergco Inc.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
Exhibit 99.1 Press Release dated April 25, 2017
SIGNATURE
Pursuant 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.
| Stillwater Mining Company | ||
| Date: April 25, 2017 | By: | /s/ Michael J. McMullen |
| Michael J. McMullen | ||
| CEO and President | ||
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release dated April 25, 2017 |
Exhibit 99.1
Stillwater Mining Company Announces Shareholder Approval of Proposed Acquisition by Sibanye
LITTLETON, Colo., April 25, 2017 (GLOBE NEWSWIRE) -- Stillwater Mining Company (“Stillwater” or “Company”) (NYSE:SWC) today announced that its shareholders adopted the merger agreement with Sibanye Gold Limited at Stillwater’s annual shareholder meeting. In addition, Sibanye earlier today announced that its shareholders approved the transaction and the related issuance of shares by Sibanye in a rights offering.
Stillwater shareholders owning a total of 103,088,167 shares of the 121,389,213 shares issued and outstanding on the record date were voted at the meeting. A total of 91,012,990 shares, representing 75% of the outstanding shares, and 88% of shares voted, voted in favor of the merger agreement.
Commenting on the voting results, Mick McMullen, the Company’s President and Chief Executive Officer stated, “We are pleased with the tremendous shareholder support for the Sibanye transaction. We believe this is a very good outcome for Stillwater and delivers certain value of $18 per share in cash to our shareholders. I would like to thank our Board, management, workforce and advisors for the work that has gone into improving our business and delivering this transaction.”
Subject to customary closing conditions in accordance with the merger agreement, the merger is expected to close on or about May 4, 2017.
About Stillwater Mining Company
Stillwater Mining Company is the only U.S. miner of platinum group metals (PGMs) and the largest primary producer of PGMs outside of South Africa and the Russian Federation. PGMs are rare precious metals used in a wide variety of applications, including automobile catalysts, fuel cells, hydrogen purification, electronics, jewelry, dentistry, medicine and coinage. The Company is engaged in the development, extraction and processing PGMs from a geological formation in south-central Montana recognized as the J-M Reef. The J-M Reef is the only known significant source of PGMs in the U.S. and the highest-grade PGM deposit known in the world. The Company also recycles PGMs from spent catalytic converters and other industrial sources. The Company owns the Marathon PGM-copper deposit in Ontario, Canada, and the Altar porphyry copper-gold deposit located in the San Juan province of Argentina. The Company’s shares are traded on the NYSE under the symbol SWC. Information about the Company can be found at its website: www.stillwatermining.com.
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS
This press release includes "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 the closing of the merger are forward-looking statements. The forward-looking statements contained in this press release 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 Stillwater's 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: Sibanye’s or Stillwater’s ability to complete the merger and the inability to complete the merger due to failure of the conditions in the Merger Agreement. These forward-looking statements speak only as of the date of this press release.
CONTACT:
Mike Beckstead
(720) 502-7671
investor-relations@stillwatermining.com