NR Lumina Royalty takeover....long term assets Argintina, Chile
posted on
Sep 23, 2011 07:08PM
Gold & precious metals - Oil & Natural Gas - Base metals.
TORONTO, ONTARIO--(Marketwire - Sept. 22, 2011) - Franco-Nevada Corporation (TSX:FNV)(NYSE:FNV) ("Franco-Nevada") and Lumina Royalty Corp. ("Lumina Royalty") have entered into an arrangement agreement whereby Franco-Nevada will acquire all of the common shares of Lumina Royalty by way of a court approved plan of arrangement for US$60 million in Franco-Nevada common shares and US$6 million in listed Franco-Nevada warrants ((TSX:FNV.WT.A) with a C$75.00 exercise price, expiring June 16, 2017). Under the arrangement, Lumina Royalty shareholders will receive 0.03487 Franco-Nevada common shares and 0.01917 Franco-Nevada warrants for each Lumina Royalty common share held.
Lumina Royalty owns a portfolio of royalties on four development stage porphyry deposits in Chile and Argentina:
David Harquail, President and CEO of Franco-Nevada, commented that, "These royalties provide exposure to very large resources in established mining countries and are expected to add to Franco-Nevada's long-term growth profile. The Relincho property is already in the development pipeline of Teck, a top tier mine operator, and has the potential to be a long-life cornerstone royalty for Franco-Nevada."
David Strang, CEO and President of Lumina Royalty, said, "After completing the spin-out of Lumina Royalty from Lumina Copper Corp. earlier this year, we were approached by a number of companies who expressed an interest in acquiring Lumina Royalty. Our stated aim with the spin-out has been to provide our shareholders with the best value accretion possible. With the high level of interest in acquiring the company, we initiated a process to evaluate offers. Franco-Nevada presented us with the best offer to acquire Lumina Royalty and we are happy to accept their offer. Franco-Nevada is the leading gold and diversified royalty company in the world and provides our shareholders with the best leverage to copper and gold and immediate returns as Franco-Nevada has a long history of strong dividend performance. We strongly support their offer to acquire our company and encourage all shareholders to do so as well."
The board of directors of Lumina Royalty has obtained an opinion from Raymond James Ltd. that the consideration to be received by Lumina Royalty's shareholders under the arrangement is fair, from a financial point of view, to the shareholders. Lumina Royalty's board of directors, acting upon the unanimous recommendation of an independent special committee, has unanimously determined that the consideration to be received by Lumina Royalty's shareholders under the arrangement is fair and the arrangement is in the best interests of Lumina Royalty. Lumina Royalty's board of directors unanimously recommends that Lumina Royalty shareholders vote their shares in favour of the arrangement.
Certain shareholders of Lumina Royalty holding approximately 32.2% of the issued and outstanding Lumina Royalty common shares, including Ross J. Beaty, have entered into customary support and voting agreements with Franco-Nevada, pursuant to which they have agreed to vote their Lumina Royalty shares in favour of the arrangement.
Closing of the transaction is subject to customary conditions, including approval by Lumina Royalty shareholders at a special meeting of shareholders (66 and 2/3% of the votes cast and majority of the minority approval) and approval by the Supreme Court of British Columbia. The issuance of Franco-Nevada common shares and warrants is subject to TSX and NYSE approvals, as applicable. The transaction is expected to close by the end of 2011.
The arrangement agreement provides for customary deal protections, including a non-solicitation covenant by Lumina Royalty, and payment by Lumina Royalty to Franco-Nevada of a termination fee of C$3.0 million if the transaction is not completed in specified circumstances.
The terms and conditions of the arrangement will be summarized in a Management Information Circular to be mailed to Lumina Royalty shareholders by the end of October 2011. Copies of the arrangement agreement, the Management Information Circular, and certain related documents and agreements will be filed with Canadian securities regulators and will be available at the SEDAR website at www.sedar.com under Lumina Royalty's profile.
Conference Call
Management of Franco-Nevada and Lumina Royalty will hold a conference call at 2:00pm ET to discuss the transaction. Interested investors are invited to participate as follows: