Oct. 19, 2010 - Minmetals Resources Limited (MMR) and China Minmetals Non-Ferrous Metals Co. Ltd. (CMN) today jointly announced that both parties have entered into a conditional agreement in relation to MMR's acquisition of Minerals and Metals Group (MMG) from CMN. Subject to (among other things) independent shareholders' approval at an extraordinary general meeting (EGM) of the Company, MMR will acquire MMG for US$1,846.0 million (equivalent to HK$14,398.8 million) to be satisfied through a combination of cash, shares and convertible securities.
MMG, which is currently wholly-owned by CMN, holds a portfolio of international mining assets and is a significant producer of zinc, copper, lead, gold and silver. It currently operates four producing mines in Australia and Laos, and recorded a turnover for the six months ended 30 June 2010 of US$844.7 million (equivalent to HK$6,588.7 million) and EBITDA of US$403.9m (equivalent to HK$3,150.0 million), representing an EBITDA margin of 48%. It also has several development and exploration projects in Australia, Indonesia and Canada.
The Company intends to appoint Mr. Andrew Michelmore and Mr. David Lamont, respectively Chief Executive Officer and Chief Financial Officer of MMG to similar positions in MMR, where they will also join the board of directors of MMR upon completion of the acquisition. The Company also intends to appoint Dr. Peter Cassidy (presently an independent non-executive director of MMG) and Mr. Jiao Jian, (presently a non-executive director of MMG) as an independent non-executive director and as a non-executive director, respectively, upon Completion. Mr Jiao Jian is the president of CMN. The four appointments will bring to MMR a unique and complementary mix of PRC and international management expertise, insight into the base metals market of the PRC, as well as significant experience in managing mining operations, identifying and executing international mergers and acquisitions opportunities.
Mr. Li Fuli, Chairman of MMR, commented: "The proposed acquisition of MMG provides MMR with a suite of high quality international base metals assets and transforms the Company from a commodities trading focus into an international upstream base metals mining group. Our board and senior management team will be further enhanced with the proposed appointment of Mr. Jiao Jian, Mr. Andrew Michelmore, Mr. David Lamont and Dr. Peter Cassidy. We believe that the growth potential this deal brings to MMR is good for the Company and all our shareholders as a whole."Mr. Andrew Michelmore, CEO of MMG and CEO-designate of MMR, commented: "We are delighted that we have the opportunity to be part of MMR and play a key role in its international growth strategy. MMG has an excellent portfolio of mining assets at different stages of production and development and we see significant opportunities for future growth."
MMG, which is currently wholly-owned by CMN, holds a portfolio of international mining assets and is a significant producer of zinc, copper, lead, gold and silver. It currently operates four producing mines in Australia and Laos, and recorded a turnover for the six months ended 30 June 2010 of US$844.7 million (equivalent to HK$6,588.7 million) and EBITDA of US$403.9m (equivalent to HK$3,150.0 million), representing an EBITDA margin of 48%. It also has several development and exploration projects in Australia, Indonesia and Canada.
The Company intends to appoint Mr. Andrew Michelmore and Mr. David Lamont, respectively Chief Executive Officer and Chief Financial Officer of MMG to similar positions in MMR, where they will also join the board of directors of MMR upon completion of the acquisition. The Company also intends to appoint Dr. Peter Cassidy (presently an independent non-executive director of MMG) and Mr. Jiao Jian, (presently a non-executive director of MMG) as an independent non-executive director and as a non-executive director, respectively, upon Completion. Mr Jiao Jian is the president of CMN. The four appointments will bring to MMR a unique and complementary mix of PRC and international management expertise, insight into the base metals market of the PRC, as well as significant experience in managing mining operations, identifying and executing international mergers and acquisitions opportunities.
Mr. Li Fuli, Chairman of MMR, commented: "The proposed acquisition of MMG provides MMR with a suite of high quality international base metals assets and transforms the Company from a commodities trading focus into an international upstream base metals mining group. Our board and senior management team will be further enhanced with the proposed appointment of Mr. Jiao Jian, Mr. Andrew Michelmore, Mr. David Lamont and Dr. Peter Cassidy. We believe that the growth potential this deal brings to MMR is good for the Company and all our shareholders as a whole."Mr. Andrew Michelmore, CEO of MMG and CEO-designate of MMR, commented: "We are delighted that we have the opportunity to be part of MMR and play a key role in its international growth strategy. MMG has an excellent portfolio of mining assets at different stages of production and development and we see significant opportunities for future growth."
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