Hudbay Minerals Inc. acquires Augusta Resource Corp.

Hudbay Minerals Inc. completed its takeover of Augusta Resource Corporation by acquiring all of the outstanding Augusta shares it did not already own after a previously announced hostile bid for the company.

On February 9, 2014, HudBay Minerals Inc. announced its $540 million hostile take-over bid for Augusta Resource Corporation.

Following a hearing before the British Columbia Securities Commission, a panel of the Commission unanimously determined that, unless Augusta confirmed that it had terminated its shareholder rights plan, the Commission would cease trade the rights plan (and any securities issued thereunder) effective as of July 15, 2014. The Commission's order was conditional upon Hudbay extending its offer to expire no earlier than July 16, 2014 and providing for a 10-day extension of its offer if it took up any common shares of Augusta (“Augusta Shares”) thereunder.

On June 23, 2014, Hudbay and Augusta announced that they had entered into a support agreement pursuant to which Hudbay agreed to increase the consideration to be received by Augusta shareholders under the offer to include, in addition to the 0.315 of a common share of Hudbay originally offered by Hudbay, 0.17 of a warrant to acquire a common share of Hudbay for each Augusta Share, representing consideration with a value of approximately $3.56 per Augusta Share. The revised offer represented a total equity value of $555 million for the Augusta Shares. Augusta's Board of Directors unanimously recommended that Augusta shareholders accept the revised offer and agreed to terminate the rights plan to permit them to do so.

Hudbay took up 116,233,761 Augusta Shares under the revised offer on July 17, 2014, and an additional 6,100,762 Augusta Shares on July 29, 2014, which together with the Augusta Shares already owned by Hudbay, represents approximately 96% of the issued and outstanding Augusta Shares. The revised offer has terminated and Hudbay intends to acquire, through a subsequent acquisition transaction, the remaining Augusta Shares for the same consideration per Augusta Share as was paid under the revised offer.

Hudbay was represented in-house by Patrick Donnelly and Mark Haber; and in Canada by Goodmans LLP with a team led by Jonathan Lampe and Kari MacKay and including Jonathan O'Connor, Joanna Creed and David Coll-Black (corporate/mining); Celia Rhea (banking/finance), Alan Bowman and Michael Royal (tax); Alan Mark and Rebecca Burrows (litigation) and Richard Annan (competition); and in the United States by Milbank, Tweed, Hadley & McCloy LLP with a team including Mark Mandel, Scott Golenbock, Suni Sreepada and Nikkisha Smith (corporate); Brett Nadritch and Richard Mo (securities); Russ Kestenbaum and Joseph Reich (tax) and Charles Westland (antitrust); and by Carla Consoli and Matt Bingham of Lewis Roca Rothgerber, as Arizona mining/environmental counsel.

Augusta was represented in Canada by Davies Ward Phillips & Vineberg LLP with a team including Kevin Thomson, Peter Hong and Gilles Comeau (M&A); Derek Vesey (banking/financing), Geoff Turner and Chris Anderson (tax) and John Bodrug (competition); and in the United States by Cravath, Swaine & Moore LLP with a team including Richard Hall, Andrew Thompson, Jordan Traister and Gregory Beaton (M&A) and Michael Saliba (tax); and by Stephen Schachter and Geoff Gomery of Nathanson Schachter & Thompson LLP, as British Columbia litigation counsel.


Patrick Donnelly Rebecca Burrows Stephen R. Schachter Mark Haber Jonathan Lampe Gilles Comeau Alan Bowman Celia K. Rhea Kari MacKay Derek R.G. Vesey Christopher Anderson Kevin J. Thomson John D. Bodrug Geoffrey S. Turner Peter S. Hong Geoffrey B. Gomery Jonathan O'Connor Alan H. Mark Richard Annan


Goodmans LLP Milbank, Tweed, Hadley & McCloy LLP Davies Ward Phillips & Vineberg LLP Cravath, Swaine & Moore LLP Nathanson, Schachter & Thompson LLP