Thompson Creek Announces Pricing Terms for Its Previously Announced Exchange Offer of Common Stock for Its 6.50% Tangible Equ...
23 Juni 2014 - 1:00PM
Marketwired
Thompson Creek Announces Pricing Terms for Its Previously Announced
Exchange Offer of Common Stock for Its 6.50% Tangible Equity Units
DENVER, CO--(Marketwired - Jun 23, 2014) - Thompson Creek Metals
Company Inc. (NYSE: TC) (TSX: TCM) (the "Company" or "Thompson
Creek"), a diversified North American mining company, announced
today the pricing for its previously announced offer to exchange
any and all of its 6.50% Tangible Equity Units (CUSIP No. 884768
300; ISIN CA8847683007) (the "TMEDS") for shares of its common
stock (the "Common Stock" and such offer to exchange, the "Exchange
Offer").
Thompson Creek is offering to exchange 5.8458 shares of Common
Stock for each validly tendered and accepted TMEDS unit pursuant to
the Exchange Offer (the "Exchange Ratio"). The number of
shares of Common Stock to be exchanged for each unit of TMEDS was
fixed after 5:00 p.m., New York City time, on June 20, 2014 (the
"Pricing Date") on the basis of the pricing formula set forth in
the Offer to Exchange described below. The Exchange Ratio is
equal to the sum of (i) 5.3879 shares of Common Stock plus (ii) a
number of shares of Common Stock equal to $1.25 divided by $2.73,
which is the five day arithmetic daily volume-weighted average
price of the Common Stock over the trading period beginning on June
16, 2014 and ending on the Pricing Date. Fractional shares
will not be issued in the Exchange Offer and holders will receive
the cash value of any fractional shares due to them, which cash
value shall be the product of the fractional shares to be received
and $2.73. The settlement date for the Exchange Offer is expected
to be June 25, 2014.
In addition to the Exchange Ratio, holders who participate in
the exchange offer will receive the accrued portion of the
$0.406250 quarterly cash installment payment that has accrued from
May 15, 2014 to the settlement date of the Exchange Offer and that
is payable in respect of the amortizing note component of each
TMEDS unit. Such cash installment payment reflects both accrued
interest and the partial repayment of principal in respect of the
amortizing notes component of each TMEDS unit.
The Exchange Offer will expire at 11:59 p.m., New York City
time, on June 24, 2014, unless extended or earlier terminated by
the Company. Holders may withdraw units of TMEDS that they
tender at any time before the Exchange Offer expires. In
addition, holders may withdraw tendered units of TMEDS if the
Company has not accepted them for payment within 40 business days
from the commencement of the Exchange Offer. The tender and
withdrawal of shares of TMEDS pursuant to the Exchange Offer held
in "street" name are subject to compliance with the appropriate
procedures of the automated tender offer program, or ATOP, of The
Depository Trust Company.
This news release is for informational purposes only and is
neither an offer to exchange, purchase nor a solicitation of an
offer to sell, any units of TMEDS. The Exchange Offer is being
made pursuant to an Offer to Exchange and related Letter of
Transmittal, copies of which may be obtained without charge from
the information agent for the exchange offer, Global Bondholder
Services Corporation, who may be reached at (866) 470-4200 (U.S.
toll free). The Offer to Exchange and other related documents
were also filed with the Securities and Exchange Commission (the
"SEC") on Schedule TO and copies of such documents, included any
amendments thereto, may be obtained for free at the SEC's website,
http://www.sec.gov. The Exchange Offer is subject to the terms and
satisfaction of certain conditions described in the Offer to
Exchange. The Exchange Offer is not being made to holders in any
jurisdiction in which the making or acceptance thereof would not be
in compliance with the securities, blue sky or other laws of such
jurisdiction.
Holders of units of TMEDS are urged to read the Offer to
Exchange and related Letter of Transmittal as they include
important information.
The Common Stock will be issued pursuant to an exemption from
the registration requirements of the Securities Act of 1933, as
amended (the "Securities Act"), provided by Section 3(a)(9) of the
Securities Act and the exemption from state securities law
requirements provided by Section 18(b)(4)(C) of the Securities
Act. The Company has made no arrangements for and has no
understanding with any dealer, salesman or other person regarding
the solicitation or recommendation of tenders hereunder. Any
such solicitation or recommendation of tenders by persons other
than the Company must not be relied upon by you as having been
authorized by the Company.
About Thompson Creek
Metals Company Inc.
Thompson Creek Metals Company Inc. is a diversified North
American mining company. The Company's principal operating
properties are its 100%-owned Mt. Milligan mine, an open-pit copper
and gold mine and concentrator in British Columbia, its 100%-owned
Thompson Creek Mine, an open-pit molybdenum mine and concentrator
in Idaho, its 75% joint venture interest in the Endako Mine, an
open-pit molybdenum mine, concentrator and roaster in British
Columbia, and the Langeloth Metallurgical Facility in Pennsylvania.
The Company's development projects include the Berg property, a
copper, molybdenum, and silver exploration property located in
British Columbia and the Maze Lake property, a gold exploration
project located in the Kivalliq District of Nunavut, Canada. The
Company's principal executive office is located in Denver,
Colorado. More information is available at
www.thompsoncreekmetals.com.
Statement Regarding
Forward-Looking Information
This news release contains "forward-looking statements". These
forward-looking statements generally are identified by the words
"believe," "project," "expect," "anticipate," "estimate," "intend,"
"future," "plan," "may," "should," "will," "would," "will be,"
"will continue," "will likely result," and similar expressions. Our
forward-looking statements include statements with respect to the
timing and completion of the Exchange Offer.
Where we express an expectation or belief as to future events or
results, such expectation or belief is expressed in good faith and
believed to have a reasonable basis. However, our forward-looking
statements are based on current expectations and assumptions that
are subject to risks and uncertainties which may cause actual
results to differ materially from future results expressed,
projected or implied by those forward-looking statements. Important
factors that could cause actual results and events to differ from
those described in such forward-looking statements include the
Company's ability to complete the Exchange Offer in accordance with
its expected timetable and the other risks described in the section
entitled "Risk Factors" in our Offer to Exchange, Annual Report on
Form 10-K, Quarterly Reports on Form 10-Q and other documents filed
on EDGAR at www.sec.gov and on SEDAR at
www.sedar.com. Although we have attempted to identify
those material factors that could cause actual results or events to
differ from those described in such forward-looking statements,
there may be other factors, currently unknown to us or deemed
immaterial at the present time that could cause results or events
to differ from those anticipated, estimated or intended. Many of
these factors are beyond our ability to control or predict. Given
these uncertainties, the reader is cautioned not to place undue
reliance on our forward-looking statements. We undertake no
obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events,
or otherwise.
For more information, please contact: Pamela Solly Director,
Investor Relations and Corporate Responsibility Thompson Creek
Metals Company Inc. Tel: (303) 762-3526 Email Contact