SYS-CON MEDIA Authors: Yeshim Deniz, Mat Mathews, PR.com Newswire, David Smith, Tim Crawford

News Feed Item

First Quantum Minerals Announces Open Letter to Inmet Shareholders Responding to the Inmet Board's Directors' Circular

VANCOUVER, BRITISH COLUMBIA -- (Marketwire) -- 01/24/13 -- First Quantum Minerals Ltd. ("First Quantum") (TSX:FM)(LSE:FQM) today announced that it has posted on its website at www.first-quantum.com the following open letter to the holders of common shares of Inmet Mining Corporation ("Inmet") in response to Inmet's announcement that its Board of Directors has mailed its Directors' Circular relating to First Quantum's offer for the issued and outstanding Inmet common shares:

Dear Holders of Inmet Common Shares,

We note the announcement by Inmet on 22 January 2013 that the Inmet Board has sent to you its Directors' Circular responding to our offer for your Inmet shares. In the Directors' Circular, the Inmet Board has formally recommended that you reject our offer. We have read the Directors' Circular carefully and note that:


--  It does not identify any compelling alternative to our proposal. 
--  It presents generic and rehearsed arguments to support its case but
    ignores the overriding commercial logic of a combination. 
--  It discloses that Inmet has established an electronic data room and
    granted due diligence access to chosen parties after having repeatedly
    denied to First Quantum the opportunity to conduct even the most cursory
    due diligence review. This, in spite of the fact that First Quantum is
    the only party to have placed a firm strategic alternative on the table
    by making the commitment of a definitive public offer for the company,
    with compelling benefits for all shareholders. 

The Directors' Circular sets out the considerations upon which the Inmet Board based its recommendation to you. In our view, many of these are flawed, paint a selective picture or raise unnecessary concerns. We believe a more complete and accurate assessment of our offer could have been made had the Inmet Board accepted any of our many invitations to engage in a constructive dialogue and exchange of information.

In any event, there is nothing in the Directors' Circular that alters our conviction that the logic and terms of our offer are compelling and that our long term vision of the combined company is sound and in the best interests of Inmet's shareholders.

Why First Quantum believes you should not rely upon the Inmet Board's recommendation but instead make your own determination in respect of our offer

First Quantum's offer has significant commercial benefits, places a fair and substantial premium valuation on Inmet and its assets and provides a brighter future for all Inmet shareholders.


--  Inmet shareholders share First Quantum's vision for a global leader in
    copper
    
    First Quantum has put forth a vision for creating a new global force in
    copper mining with a balanced portfolio of assets. The Inmet Board has
    chosen not to recognize the attraction of this vision despite knowing it
    is one that many of you, including Inmet's largest shareholder, embrace.


--  First Quantum will add considerable project expertise to Cobre Panama
    just when it is needed most
    
    First Quantum is confident it can bring considerable additional
    expertise to the Cobre Panama project, which will minimize the risks of
    project delays and cost overruns, and offer a real opportunity for cost
    savings. Project development in the mining industry is increasingly
    defined by: (i) exaggerated initial cost estimates; (ii) cost overruns;
    and (iii) ultimately, asset write-downs. First Quantum's enviable
    reputation for project development is largely founded on its history of
    having avoided these pitfalls, which have plagued so many others in the
    industry.
    
    The Inmet Board has chosen to downplay First Quantum's recognized track
    record of successfully building nine major projects over the last 10
    years. Our in-house development capabilities have been demonstrated
    across a number of geographies and on some of the industry's most
    challenging projects. 
    
    From the start, First Quantum has proposed to combine the best human
    capital of both companies. However, the Inmet Board has declined to
    consider the significant benefits that would result from combining First
    Quantum's superior project development expertise with Inmet's valuable
    experience in Panama and close familiarity with the Cobre Panama
    project.
    

--  First Quantum's offer is attractive and fair
    
    The Directors' Circular asserts that First Quantum's offer undervalues
    Inmet, pointing to significant upside in the Cobre Panama project. This
    assertion conveniently ignores the following:
    
    1. Inmet shareholders will realize an immediate cash premium for some of
    their shares, effectively crystallizing a portion of the long-term value
    in the Cobre Panama project and accelerating the delivery of that value
    to Inmet shareholders immediately.
    
    2. Through ownership of the combined entity, Inmet shareholders will
    also benefit from First Quantum's project pipeline, consisting of a
    major expansion of the Kansanshi mine, the development of the Sentinel
    and Enterprise mines and an economically attractive smelter project.
    Together, these will contribute more copper production to the combined
    entity than Cobre Panama. All of these projects are on time and on
    budget, and due for completion in 2014, thereby offering the opportunity
    for Inmet shareholders to benefit from significant value creation well
    before Cobre Panama is commissioned.
    
    3. First Quantum's mines are expected to produce considerably more
    copper than Inmet is projecting it will produce. In addition, much of
    Inmet's actual current production is from operations with short mine
    lives. 
    
    4. The combined company will have a world leading project development
    pipeline that is expected, based upon third party analyst projections,
    to propel it into a position among the top five largest copper producers
    in the world. 
    
    5. Without the benefit of our offer, we strongly believe that Inmet's
    shares would be trading at a materially lower price. Assuming that our
    proposals to the Inmet Board had never been made public and that Inmet's
    share price, rather than being supported by our offer price, had tracked
    that of the relevant mid-cap and large-cap copper focused companies
    since November 27, 2012, the Inmet shares would be trading today in the
    C$54 - C$56 range. 

First Quantum's response to the Directors' Circular

All of us at First Quantum are proud of our company, its achievements and the value we have delivered to investors over the years. We would prefer that our communications with Inmet and its shareholders be focused on the benefits of a combination of our two companies rather than engage in public exchanges regarding our respective track records. Unfortunately, the Directors' Circular includes a number of ill-founded assertions, which underpin the Inmet Board's recommendation to you and which we therefore believe need to be addressed. They are addressed in the Attachment to this letter.

What First Quantum and Inmet can accomplish together

First Quantum has built mines around the world, applying its development expertise to some of the industry's most challenging projects, in the hottest and coldest, driest and wettest climates, spanning sophisticated first-world locations to developing economies. Our development experience includes having commenced development of nine new major mining projects in the last ten years. It makes us fully aware that each project presents its own unique challenges, not only in terms of technical execution but also in terms of managing the social and political issues peculiar to the local jurisdiction.

Inmet's attempt to raise concerns about the level of our experience in Panama and our level of familiarity with the Cobre Panama project misses a fundamental point: it has never been our intention, and First Quantum does not propose, to overcome, on our own, the challenges presented by the Cobre Panama project. We have consistently stated that it is our intention to overcome these challenges by relying upon the best elements, including the best human resource elements, of our two companies. It is our expectation that our technical competencies and experience can be combined with Inmet's valuable social license in Panama and familiarity with the Cobre Panama project in order to achieve, together, what neither company could achieve at Cobre Panama on its own.

We are highly confident that First Quantum's unique technical capabilities can contribute meaningfully and positively to project execution and de-risking of Cobre Panama. Our track record of successfully building mines over the past decade compares favourably to Inmet's record of building one mine, and not without some difficulty, in the last 20 years.

First Quantum deserves equal treatment. The Inmet Board should talk to us

Inmet shareholders have a number of reasons to be disappointed with the information disclosed in the Directors' Circular:


--  Inmet has granted access to its confidential business information to
    selected third parties after refusing many times to grant us even
    limited due diligence access. This is particularly disappointing given
    that we have been very open about the improvements to our plans for the
    combined entity that due diligence access might help us identify. We do
    not see a reasonable justification in these circumstances for refusing
    to put First Quantum on equal footing with any other party with which
    Inmet is considering pursuing a strategic alternative. 
--  The Inmet Board has not heard from us about our business and about our
    plans for the combined entity, even though Inmet shareholders have been
    offered the opportunity to participate in our future success through
    ownership of First Quantum shares. This clearly limits the Inmet Board's
    ability to provide a sound and reliable recommendation to you on the
    merits of our offer. 
--  The Inmet Board characterizes our offer as "hostile" when in fact we
    have repeatedly extended an invitation to engage with us on a friendly
    basis. A constructive dialogue would undoubtedly benefit all
    shareholders, particularly Inmet shareholders. 

We are aware that a large number of you have made known to the Inmet Board your views on some of these matters. We are appreciative of this. We would urge others among you who share our vision and support the idea of an open dialogue and exchange of information between our two companies to likewise appeal to the Inmet Board to engage with us.

First Quantum offers Inmet shareholders the opportunity to judge for themselves

In light of the Inmet Board's refusal to engage with us in an effort to properly evaluate the considerable merits of our offer, we wish to invite Inmet shareholders to evaluate the opportunity for themselves. First Quantum will be hosting a series of investor meetings in Toronto at which all Inmet shareholders will be welcome. At these meetings, you will have the opportunity to speak to and hear from members of First Quantum's senior management team and learn for yourselves about our great company and our vision for the combined enterprise. We hope you will be able join us at these events. Further details regarding the timing of the meetings will be announced shortly.

In the meantime, we caution you against relying upon the flawed analysis and recommendation provided to you by the Inmet Board and we encourage you instead to judge the merits of our offer for yourselves.

Regards,

Philip Pascall

ATTACHMENT


---------------------------------------------------------------------------
Assertion #1               Response #1                                     
                                                                           
The offer does not         First Quantum's offer is at a significant       
reflect the full value of  premium of 65% to Inmet's underlying equity     
Inmet shares as it is      value as at November 23, 2012, adjusting for    
below market precedents    Inmet's C$1.9bn net cash position.              
and significantly                                                          
undervalues Inmet's low    Response #2                                     
risk asset base and                                                        
growth profile and does    Without the benefit of our offer, we strongly   
not reflect an adequate    believe that Inmet's shares would be trading at 
premium for control of     a materially lower price. Assuming that our     
Inmet                      proposals to the Inmet Board had never been made
                           public and that Inmet's share price, rather than
                           being supported by our offer price, had tracked 
                           that of the relevant mid-cap and large-cap      
                           copper focused companies since November 27,     
                           2012, the Inmet shares would be trading today in
                           the C$54 - C$56 range(1). Inmet's methodology of
                           applying the S&P/TSX Diversified Metals and     
                           Mining Index return of 13% since November 27 to 
                           Inmet's unaffected share price is flawed. This  
                           index contains Inmet, whose share price is      
                           clearly influenced by our offer. Additionally,  
                           it also includes companies in other commodities 
                           or business lines (e.g. Thomson Creek, Major    
                           Drilling, Sherritt) that we do not view as      
                           relevant when evaluating an "undisturbed share  
                           price".                                         
                                                                           
                           Response #3                                     
                                                                           
                           First Quantum notes the reference by the Inmet  
                           Board to a set of precedent transactions that do
                           not meaningfully correspond to the unique       
                           proposal represented by our offer and fail to   
                           provide relevant comparators to the significant 
                           upside resulting from a combination of our two  
                           companies.                                      
---------------------------------------------------------------------------
Assertion #2               Response #1                                     
                                                                           
The timing of the First    Inmet shareholders will realize an immediate    
Quantum offer deprives     cash premium for some of their shares,          
Shareholders of the full   effectively crystallizing a portion of the long-
value of bringing Inmet's  term value in the Cobre Panama project and      
world-class Cobre Panama   accelerating the delivery of that value to Inmet
project into production.   shareholders immediately. Through ownership of  
                           the combined entity, Inmet shareholders will    
                           continue to benefit from ongoing value creation 
                           at Cobre Panama with added upside from First    
                           Quantum's project pipeline.                     
                                                                           
                           Response #2                                     
                                                                           
                           The timing of our offer was partially dictated  
                           by a desire to prevent further diversion of     
                           value away from the shareholders of Inmet to    
                           other parties. Inmet has taken steps to         
                           financially and operationally de-risk the Cobre 
                           Panama project, but at significant upfront and  
                           ongoing cost to its shareholders (the notes     
                           alone will incur interest (carrying) costs of   
                           US$170MM per annum until and beyond first       
                           production).                                    
                                                                           
                           The Cobre Panama project has now been "fully    
                           funded" for a number of months, hence we see no 
                           reasonable justification for the notion that a  
                           sale of a further stake in the project would be 
                           in the best interests of Inmet and its          
                           shareholders. The best interests of Inmet and   
                           its shareholders should be pursued by ensuring  
                           to the extent possible that the project is built
                           on time and within budget and/or by realizing   
                           cost savings pre-production.                    
---------------------------------------------------------------------------
Assertion #3               Response #1                                     
                                                                           
The offer does not         First Quantum's operations are globally         
compensate Inmet           diversified. We have operated successfully in   
shareholders for the       Zambia for 12 years and in Mauritania for 10    
inherent risk in First     years, and have been in Finland for 5 years and 
Quantum shares due to its  in Australia for 2 years. In all cases we enjoy 
substantially greater      strong relationships with all levels of         
development and            governments, particularly in Zambia and         
geopolitical risk.         Mauritania, where we are seen as a valuable     
                           contributor and partner, economically, socially 
                           and environmentally.                            
                                                                           
                           Response #2                                     
                                                                           
                           Inmet has 3 operating mines, each of which is   
                           much smaller than First Quantum's operating     
                           mines, and two of which have quite short mine   
                           lives. This means that Inmet shareholders are   
                           currently exposed to the extreme volatility     
                           associated with effectively being a single asset
                           mining company. The offer provides shareholders 
                           in the combined company the opportunity to hold 
                           an investment in a widely diversified portfolio 
                           of operating and development assets.            
                                                                           
                           Response #3                                     
                                                                           
                           Inmet implies that the absence of a feasibility 
                           study or definitive financing plan at our key   
                           projects leads to greater development risk.     
                           Given our development experience, scale, and    
                           financial capacity, we do not require           
                           feasibility studies or significant pre-financing
                           to complete our projects.                       
---------------------------------------------------------------------------
Assertion #4               Response #1                                     
                                                                           
First Quantum has no       Every one of First Quantum's projects has been  
relevant experience in     in a new jurisdiction. Inmet itself has never   
Latin America.             built anything in Panama. In any event, our     
                           proposal is to utilize Inmet's experience, not  
                           ignore it.                                      
                                                                           
                           Response #2                                     
                                                                           
                           Our experience in Peru is not comparable to     
                           Inmet's in Panama, since, unlike Inmet, we have 
                           faced systemic issues that affect all miners in 
                           the country. We continue to believe that Haquira
                           is a world class project and will be a highly   
                           attractive addition to the combined group.      
---------------------------------------------------------------------------
Assertion #5               Response #1                                     
                                                                           
First Quantum's track      Measuring the size of a project according to its
record introduces          total capital cost is simply flawed. Instead, we
additional risks given it  believe it is more appropriate to measure a     
has no experience          project by its annual output, and the capital   
developing projects the    efficiency with which that output is delivered. 
size of Cobre Panama.      These metrics correlate more closely with the   
                           long-term value delivered to shareholders.      
                                                                           
                           Response #2                                     
                                                                           
                           First Quantum's Kansanshi mine, the largest     
                           copper mine in Africa, began production in 2005.
                           Since then, it has undergone several expansions 
                           and is now producing 260k tonnes of copper per  
                           annum. Despite its scale and complexity, First  
                           Quantum delivered the project at approximately  
                           25% of the capital intensity anticipated for    
                           Cobre Panama. As a reminder, Cobre Panama's     
                           current design anticipates LOM production of    
                           266k tonnes per annum.                          
                                                                           
                           Response #3                                     
                                                                           
                           First Quantum's Sentinel project and Inmet's    
                           Cobre Panama project are of similar scale in    
                           terms of projected volumes mined, ore processed 
                           and metal produced. Each has its unique         
                           characteristics but they are, very much,        
                           comparable projects.                            
---------------------------------------------------------------------------
Assertion #6               Response #1                                     
                                                                           
First Quantum has a track  First Quantum builds projects at a capital      
record of underestimating  intensity well below industry norms.            
capital costs.                                                             
                           Response #2                                     
                                                                           
                           Cost over-runs should not be confused with      
                           beneficial/necessary scope changes. First       
                           Quantum's unique approach to projects allows for
                           scope changes with only minor impact to capital 
                           cost.                                           
                                                                           
                           Response #3                                     
                                                                           
                           Along with most mining projects, Inmet's        
                           approach to the development of the Cobre Panama 
                           project has been to outsource the majority of   
                           the project design and execution in order to    
                           supplement its own lack of project experience.  
                           First Quantum views this approach as being      
                           inherently more risky and less flexible than    
                           directly managing and executing a project in-   
                           house. As a reminder, Inmet has indicated that a
                           delay of one month in Cobre Panama's development
                           schedule translates into approximately $100mm in
                           higher capital costs (which does not include    
                           monthly interest costs of $14mm, or any         
                           penalties related to non-delivery of precious   
                           metals to Franco Nevada).                       
---------------------------------------------------------------------------
Assertion #7               Response                                        
                                                                           
First Quantum's offer is   Our offer is subject to conditions customary for
highly conditional.        a transaction of this nature and includes fewer 
                           conditions than the offer made by Inmet itself  
                           for Petaquilla Minerals Ltd. late last year.    
---------------------------------------------------------------------------
Assertion #8               Response                                        
                                                                           
Inmet continues to         It is unclear to us how the Inmet Board can     
evaluate alternatives to   maximize shareholder value while refusing to    
maximize shareholder       enter into a constructive dialogue with us.     
value.                     Based upon the disclosure in the Directors'     
                           Circular, it is clear to us that our offer is   
                           the best, if not the only, alternative available
                           to the Inmet Board for maximizing shareholder   
                           value.                                          
---------------------------------------------------------------------------
(1) Based on the daily median price performance (C$ basis) of the         
following two comparable sets from November 27, 2012 to January 18, 2013:  
Mid-cap Copper Peers (Capstone Mining, HudBay Minerals, Imperial Metals,   
Lundin Mining, OZ Minerals, PanAust; median performance of 3.1%) implying a
hypothetical undisturbed price of C$54.46 per Inmet share                  
Large-cap Copper Peers: (Antofagasta, Freeport-McMoRan, Kazakhmys, KGHM,   
Southern Copper, Teck Resources, Vedanta Resources; median performance of  
6.9%) implying a hypothetical undisturbed price of C$56.44 per Inmet       
share.                                                                     

Advisors and Information Agent

First Quantum has engaged Jefferies International, Goldman, Sachs & Co., and RBC Capital Markets to act as its financial advisors in connection with the Offer. Fasken Martineau DuMoulin LLP is acting as legal counsel to First Quantum in connection with the Offer.

Georgeson Shareholder Communications Canada, Inc. has been retained as information agent for the Offer. Shareholders may contact Georgeson at:

Toll Free (North America): 1-866-656-4120

Outside North America Call Collect: 1-781-575-2421

Email: [email protected]

About First Quantum

First Quantum is a leading international mining company with a global portfolio of copper and nickel assets located in Africa, Australia, South America and Europe. For the twelve months ended 30 September 2012, First Quantum generated revenue and adjusted EBITDA of US$2,743 million and US$1,014 million respectively and produced 290 kt of copper, 32 kt of nickel and 181 koz of gold. A diverse portfolio of profitable operating assets and quality growth projects makes First Quantum one of the fastest-growing mining companies in the world. First Quantum expects that its final production numbers for 2012 will reflect 270 - 290 kt of copper and 36 - 40 kt of nickel produced. First Quantum is listed on the Toronto, London and Lusaka Stock Exchanges, with a market capitalization of approximately US$10.5 billion.

First Quantum has earned a strong reputation as an industry leading developer of high-quality base metals projects globally. Although a significant copper producer currently, First Quantum is itself in a phase of transformational growth, with an anticipated tripling of copper production by the end of 2018. To achieve this growth, the First Quantum team is building on its significant experience in project development, with a proven record of successfully developing resource assets. The capital intensity of our Kansanshi and Sentinel developments, for example, at approximately US$5,000 / tonne and US$6,000 / tonne, respectively, are among the lowest in the industry. Importantly, First Quantum has consistently delivered superior shareholder returns, averaging 32 percent per annum over the period 2000 to 2011.

Forward Looking Information

Certain statements and information in this press release, including all statements that are not historical facts, contain forward-looking statements and forward-looking information within the meaning of applicable securities laws. Such forward-looking statements or information include but are not limited to statements or information with respect to the anticipated completion of the proposed Offer and the anticipated strategic and operational benefits of the Offer. Often, but not always, forward-looking statements or information can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "projects", "anticipates" or "does not anticipate" or "believes" or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved.

With respect to forward-looking statements and information contained in this press release, First Quantum has made numerous assumptions including, among other things, assumptions about the price of copper, gold, cobalt, nickel, PGE, and sulphuric acid, and other anticipated costs and expenditures. Although management of First Quantum believes that the assumptions made and the expectations represented by such statements or information are reasonable, there can be no assurance that any forward-looking statement or information herein will prove to be accurate. Forward-looking statements and information by their nature involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. These risks, uncertainties and other factors include, but are not limited to, uncertainties surrounding the ability to realize operational synergies following completion of the Offer, reliance on Inmet's publicly available information which may not fully identify all risks related to its performance, success in integrating the retail distribution systems, and the integration of supply chain management processes, future production volumes and costs, costs for inputs such as oil, power and sulphur, political stability in Zambia, Peru, Mauritania, Finland, Turkey, Spain, Panama and Australia, adverse weather conditions in any of the foregoing countries, labour disruptions, mechanical failures, water supply, procurement and delivery of parts and supplies to the operations, and the production of off-spec material.

See First Quantum's annual information form for additional information on risks, uncertainties and other factors relating to the forward-looking statements and information. Although we have attempted to identify factors that would cause actual actions, events or results to differ materially from those disclosed in the forward-looking statements or information, there may be other factors, many of which are beyond the control of First Quantum, that might cause actual results, performances, achievements or events to differ from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking statements or information.

While First Quantum may elect to update the forward-looking statements at any time, First Quantum does not undertake to update them at any particular time or in response to any particular event, other than as may be required by applicable securities laws. Investors and others should not assume that any forward-looking statement in this press release represent management's estimate as of any date other than the date of this press release.

Other

This press release does not constitute an offer to buy or an invitation to sell, or the solicitation of an offer to buy or invitation to sell, any of the securities of First Quantum or Inmet. Such an offer may only be made pursuant to an offer and take-over bid circular filed with the securities regulatory authorities in Canada.

First Quantum has also filed with the U.S. Securities and Exchange Commission ("SEC") a Registration Statement, which includes the offer and take-over bid circular relating to its offer to Inmet shareholders. FIRST QUANTUM URGES INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION STATEMENT, THE OFFER AND TAKE-OVER BID CIRCULAR AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC AND CANADIAN SECURITIES REGULATORY AUTHORITIES, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors may obtain a free copy of the offer and take-over bid circular and other documents filed by First Quantum with the Canadian securities regulators at www.sedar.com and with the SEC at the SEC's website at www.sec.gov. The offer and take-over bid circular and other documents may also be obtained free of charge from First Quantum's website at www.first-quantum.com or upon request made to First Quantum at 8th Floor, 543 Granville Street, Vancouver, British Columbia V6C 1X8.

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.