HudBay responds to SRM's claims, to host conference call on Monday, March 16, 2009
TORONTO, ONTARIO, Mar 13, 2009 (Marketwire via COMTEX News
Network) -- HudBay Minerals Inc. ("HudBay", "the company") (TSX:HBM)
announces that Glass Lewis & Co., a leading independent proxy
advisory firm owned by Ontario Teachers Pension Plan and whose
recommendations are relied upon by hundreds of clients worldwide,
formally recommends that shareholders vote against SRM Global Master
Fund Limited Partnership's ("SRM") resolution to remove HudBay's current
board of directors.
In recommending that HudBay shareholders vote AGAINST SRM's resolution, Glass Lewis states that:
-
"We are concerned that the replacement of the entire board is a drastic
step that could disrupt the board and/or management's operations,
depriving the Company of much-needed leadership amid a major financial
downturn."
- "Further, we are concerned that the Dissident has
failed to outline a
substantial strategic plan for improvement at the Company, other than
appointing Dissident nominee (Peter) Jones as CEO. Instead, the
Dissident reports that such a plan could only be finalized after the
Dissident nominees were elected to the board and provided with access to
requisite information regarding the Company. As such, we do not believe
the Dissident has provided any reason to believe that its own strategy
would yield better results for the company's performance than
management's current strategy."
- "In our view, giving the
Dissident one or two seats on the board (out of a total of eight board
seats) would be more appropriately aligned with the Dissident's equity
interest in the Company."
- "We believe that incumbent
management, with access to more and better information regarding the
company, should be given the benefit of the doubt regarding strategic
business directions."
Glass Lewis & Co. concluded that:
-
"...the removal of the entire board at this time could potentially
disturb the Company's operations and have a detrimental impact on
shareholder value. Accordingly, we recommend that shareholders vote
AGAINST this proposal on the Company's BLUE proxy card."
"We are
pleased that Glass Lewis & Co., after a careful review of the facts,
supports our position that shareholders vote against the SRM
resolution," said Colin K. Benner, Interim CEO of HudBay Minerals. "This
independent recommendation reaffirms our belief that we have the right
strategy to create value for all of our shareholders. We urge all HudBay
shareholders to vote their blue proxy against the SRM resolution to
prevent its hand-picked slate of nominees from seizing control of your
company."
HudBay further announces that it has made available an
updated presentation that refutes SRM's claims and raises
additional questions about the foreign hedge fund's ongoing motives in
its attempt to acquire control of HudBay. The presentation is posted to
the company's website at www.hudbayminerals.com.
SRM's
circular relies on half-truths, innuendo and selective disclosure of
the facts to further mislead HudBay's shareholders. For example SRM
criticizes HudBay's acquisition of Skye Resources Inc. ("Skye"), even
though SRM supported the transaction when it was announced. In fact, SRM
went so far as to advocate for support of the transaction on
management's behalf, as noted in correspondence between SRM and HudBay:
"Our line is that the (Skye acquisition) is a good move for the company and we support the growth strategy."
- A June 24, 2008 email from SRM to HudBay.
"We fully support the Company's highly
accretive actions in the development of Laylor (sic) Lake, further
exploration in the Flin Flon belt and the acquisition of Skye's Fenix Nickel Project in Guatemala."
- A July 30, 2008 letter from SRM to HudBay.
Although
SRM claims to advocate for shareholders, this is little more than
posturing. Unlike SRM, HudBay's current Board of Directors is committed
to governance leadership in Canada. It plans to introduce amendments to
the Company's bylaws that address shareholder concerns and enhance its
governance practices. SRM has made no such commitment.
In
addition, SRM's circular selectively quotes from GMP Securities LP's
("GMP") evaluation of HudBay's now-terminated acquisition of Lundin
Mining Corporation, but neglects to inform shareholders that the results
quoted in the circular were from "stress test" scenarios requested by
HudBay's Board of Directors. The "stress test" was intended to assess
the ability of the combined company
to weather an extended period of depressed base metal prices in a
prolonged economic downturn. What SRM fails to mention is that the
results using consensus expectations support GMP's fairness opinion. SRM
goes on to suggest that GMP was unable to render a valid opinion as it
did not have access to enough information about HudBay, an allegation
that is blatantly false. HudBay disclosed to GMP all information
relevant to its fairness opinion.
HudBay believes SRM still has
not been forthright and transparent about its true intentions for the
company. SRM rejected HudBay's compromise offer of two board seats,
which is completely reasonable for a 10% shareholder. HudBay's only
condition in making this offer was that SRM would effectively agree to
cease its hostilities towards HudBay. HudBay's current Board of
Directors continues to believe SRM's objective is to gain control of
HudBay
without compensating the company's shareholders.
HudBay will host
a conference call on Monday, March 16, 2009 at 10:00 a.m. ET in which
Mr. Benner will review HudBay's corporate strategy and answer questions
about his interim appointment (please see details below):
Conference Call and Webcast
Date: Monday, March 16, 2009
Time: 10:00 a.m. (Eastern Time)
Webcast: www.hudbayminerals.com
Dial in: 416-644-3424 or 800-732-0232
Replay: 416-640-1917 or 877-289-8525
Replay Passcode: 21301062#
The conference call replay will be available until midnight
(Eastern Time) on March 25, 2009. An archived audio webcast of the call
also will be available on HudBay Minerals' website.
HudBay's
current Board of Directors haslkurges shareholders to vote the BLUE
proxy AGAINST the resolution to remove the current HudBay Board of
Directors and replace them with nominees of SRM at the company's special
meeting of shareholders scheduled for 10:00 a.m. ET on March 25, 2009
at the Design Exchange in Toronto.
(i) Permission to quote from Glass Lewis & Co. was neither sought nor obtained.
Voting Instructions for BENEFICIAL (NON-REGISTERED) SHAREHOLDERS
If
your common shares are held in a brokerage account a BLUE voting
instruction form or BLUE proxy was mailed to you. Only vote the BLUE
voting instruction form or BLUE proxy as follows:
Canadian
Shareholders: Visit www.proxyvote.com
and enter your 12 digit control number or call 1-800-474-7493 or fax
your BLUE proxy to (905) 507-7793 or toll free at 1-866-623-5305 to
ensure it is received before the deadline.
U.S. Shareholders: Visit www.proxyvote.com and enter your 12 digit control number or call 1-800-454-8683.
Voting Instructions for REGISTERED SHAREHOLDERS
If
the common shares are held in your own name, fax the BLUE proxy to
Equity Transfer & Trust Company at 416-595-9593 or Kingsdale at
416-867-2271 or 1-866-545-5580 or visit www.voteproxyonline.com and enter your control number.
For assistance in voting your BLUE proxy, please contact HudBay's proxy solicitation
agent, Kingsdale Shareholder Services Inc., at toll-free 1-866-581-0508 or 1-416-867-2272.
HudBay Minerals Inc.: Strength to Build the Future
HudBay
Minerals Inc.
(TSX:HBM) is a Canadian integrated mining company with assets in North
and Central America principally focused on the discovery, production and
marketing of base metals. The company's objective is to increase
shareholder value through efficient operations, organic growth and
accretive acquisitions, all while maintaining its financial strength. A
member of the S&P/TSX Composite Index and the S&P/TSX Global
Mining Index, HudBay Minerals is committed to high standards of
corporate governance and sustainability.
Forward Looking Information
This
news release and its attachments contain "forward-looking information"
within the meaning of applicable securities laws. Forward looking
information includes but is not limited to information concerning the
shareholders' meeting scheduled for March 25, 2009, the intentions of
SRM, and the strategy and intentions of HudBay and its
board of directors. Generally, forward-looking information can be
identified by the use of forward-looking terminology such as "plans",
"expects", or "does not expect", "is expected", "budget", "scheduled",
"estimates", "forecasts", "intends", "anticipates", "understands" or
"does not anticipate", or "believes" or variations of such words and
phrases or statements that certain actions, events or results "will",
"may", "could", "would", "might", or "will be taken", "occur", or "be
achieved". Forward-looking information is based on the views, opinions,
intentions and estimates of management at the date the information is
made, and is based on a number of assumptions and subject to a variety
of risks and uncertainties and other factors that could cause actual
events or results to differ materially from those anticipated or
projected in the forward-looking information (including the actions
of other parties who have agreed to do certain things and the approval
of certain regulatory bodies).
Many of these assumptions are
based on factors and events that are not within the control of HudBay
and there is no assurance they will prove to be correct. Factors that
could cause actual results or events to vary materially from results or
events anticipated by such forward-looking information include court
and/or other regulatory approval, action by an intervening party or
parties, future agreements reached with third parties, changes in market
conditions, variations in ore grade or recovery rates, risks relating
to international operations, fluctuating metal prices and currency
exchange rates, changes in project parameters, the possibility of
project cost overruns or unanticipated costs and expenses, labour
disputes and other risks of the mining industry, failure of plant,
equipment or processes to operate as anticipated as well as those risk
factors discussed in the Annual Information Form for the year ended
December 31, 2007, and as contained in the Management Discussion and
Analysis for the three and nine month period ended September 30, 2008,
which risks may cause actual results to differ materially from any
forward-looking statement.
Although HudBay has attempted to
identify important factors that could cause actual actions, events or
results to differ materially from those described in forward-looking
information, there may be other factors that cause actions, events or
results not to be anticipated, estimated or intended. There can be no
assurance that forward-looking information will prove to be accurate, as
actual results and future events could differ materially from those
anticipated in such information. HudBay undertakes no obligation to
update forward-looking information if circumstances or management's
estimates or opinions should change except as required by applicable
securities laws. The reader is cautioned not to place undue reliance on
forward-looking information.
This news release and the
information contained herein does not constitute an offer of securities
for sale in the United States and securities may not be offered or sold
in the United States absent registration or exemption from registration.
(HBM-P)
(HBM-G)
SOURCE: HudBay Minerals Inc.
Investor Relations contact:
HudBay Minerals Inc.
Annemarie Brissenden, Manager, Investor Relations
(416) 362-0615
Email: annemarie.brissenden@hudbayminerals.com
Website: www.hudbayminerals.com
Media contact:
Barnes McInerney Inc.
John Vincic
Executive Vice President
(416) 367-5000 ext. 249
Email: jvincic@barnesmcinerney.com
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