Agnico Eagle Announces Successful Take-Up of 94.1% of the Shares of O3 Mining and Mandatory Extension of Offer to February 3, 2025
Agnico Eagle has successfully acquired 94.1% of O3 Mining shares through its all-cash takeover bid at $1.67 per share, representing a 58% premium to O3's closing price on December 11, 2024. The aggregate consideration for the 110,424,431 deposited shares amounts to $184,408,800, with payment expected by January 28, 2025.
The offer has been extended to February 3, 2025, allowing remaining shareholders to tender their shares. Following the expiry time, Agnico Eagle plans to pursue a second-step transaction to acquire the remaining shares. The O3 Mining board has been reconstituted to include Agnico Eagle representatives, while José Vizquerra will continue as CEO until the completion of the second-step transaction.
Agnico Eagle ha acquisito con successo il 94,1% delle azioni di O3 Mining attraverso un'offerta di acquisto interamente in contante a $1,67 per azione, che rappresenta un premio del 58% rispetto al prezzo di chiusura di O3 dell'11 dicembre 2024. Il corrispettivo totale per le 110.424.431 azioni depositate ammonta a $184.408.800, con pagamento previsto entro il 28 gennaio 2025.
L'offerta è stata prorogata fino al 3 febbraio 2025, permettendo agli azionisti rimanenti di presentare le loro azioni. Dopo la scadenza, Agnico Eagle intende perseguire una transazione di secondo passo per acquisire le azioni rimanenti. Il consiglio di amministrazione di O3 Mining è stato ricostituito per includere rappresentanti di Agnico Eagle, mentre José Vizquerra continuerà come CEO fino al completamento della transazione di secondo passo.
Agnico Eagle ha adquirido con éxito el 94,1% de las acciones de O3 Mining a través de una oferta de adquisición totalmente en efectivo a $1,67 por acción, lo que representa una prima del 58% sobre el precio de cierre de O3 del 11 de diciembre de 2024. La consideración total por las 110.424.431 acciones depositadas asciende a $184.408.800, con el pago previsto para el 28 de enero de 2025.
La oferta se ha extendido hasta el 3 de febrero de 2025, permitiendo a los accionistas restantes ofrecer sus acciones. Tras la fecha de vencimiento, Agnico Eagle planea llevar a cabo una transacción de segundo paso para adquirir las acciones restantes. La junta directiva de O3 Mining ha sido reconstitución para incluir a representantes de Agnico Eagle, mientras que José Vizquerra continuará como CEO hasta la finalización de la transacción de segundo paso.
Agnico Eagle는 O3 Mining의 주식 94.1%를 $1.67에 전액 현금 인수 제안을 통해 성공적으로 확보했습니다. 이는 2024년 12월 11일 O3의 종가 대비 58% 프리미엄을 나타냅니다. 제출된 110,424,431주에 대한 총 금액은 $184,408,800에 달하며, 지불은 2025년 1월 28일로 예정되어 있습니다.
이 제안은 2025년 2월 3일까지 연장되어 남은 주주들이 자신의 주식을 제공할 수 있게 되었습니다. 만료 시간 이후 Agnico Eagle은 나머지 주식을 인수하기 위한 두 번째 단계의 거래를 추진할 계획입니다. O3 Mining 이사회는 Agnico Eagle의 대표로 재구성되었으며, José Vizquerra는 두 번째 단계 거래가 완료될 때까지 CEO로 계속 활동할 것입니다.
Agnico Eagle a réussi à acquérir 94,1% des actions de O3 Mining grâce à une offre d'achat entièrement en espèces à 1,67 $ par action, représentant une prime de 58% par rapport au prix de clôture d'O3 du 11 décembre 2024. La contrepartie totale pour les 110 424 431 actions déposées s'élève à 184 408 800 $, le paiement étant prévu d'ici le 28 janvier 2025.
Cette offre a été prolongée jusqu'au 3 février 2025, permettant aux actionnaires restants de proposer leurs actions. À l'issue de la période d'expiration, Agnico Eagle prévoit de poursuivre une transaction de seconde étape pour acquérir les actions restantes. Le conseil d'administration de O3 Mining a été reconstitué pour inclure des représentants d'Agnico Eagle, tandis que José Vizquerra continuera en tant que PDG jusqu'à la réalisation de la transaction de seconde étape.
Agnico Eagle hat erfolgreich 94,1% der O3 Mining-Anteile durch ein vollständig bar finanziertes Übernahmeangebot zu $1,67 pro Aktie erworben, was einem Aufschlag von 58% gegenüber dem Schlusskurs von O3 am 11. Dezember 2024 entspricht. Die Gesamtvergütung für die 110.424.431 hinterlegten Aktien beläuft sich auf $184.408.800, die Zahlung wird bis zum 28. Januar 2025 erwartet.
Das Angebot wurde bis zum 3. Februar 2025 verlängert, sodass verbleibende Aktionäre ihre Aktien anbieten können. Nach Ablauf der Frist plant Agnico Eagle, eine zweite Transaktion zur Übernahme der verbleibenden Aktien durchzuführen. Der Vorstand von O3 Mining wurde um Vertreter von Agnico Eagle neu zusammengesetzt, während José Vizquerra bis zum Abschluss der zweiten Transaktion als CEO bleiben wird.
- 58% premium offered to shareholders at $1.67 per share
- 94.1% of shares successfully acquired, indicating strong shareholder support
- $184.4 million total transaction value
- Efficient advancement of Marban Alliance project under experienced operator
- Remaining shareholders who don't tender before February 3 will face delayed payment
- Loss of independent company status as O3 Mining becomes controlled by Agnico Eagle
Insights
The acquisition of O3 Mining marks a strategically compelling transaction that strengthens Agnico Eagle's portfolio through the addition of the promising Marban Alliance project. The
The transaction's structure is particularly noteworthy for three reasons:
- The all-cash nature provides immediate liquidity and certainty of value for O3 shareholders
- The high acceptance rate streamlines the path to full ownership through the planned second-step transaction
- The retention of key management during transition indicates a focus on operational continuity
Looking at broader implications, this acquisition continues the consolidation trend in the precious metals sector, where major producers are leveraging strong balance sheets to acquire development-stage assets. The Marban Alliance project, under Agnico's experienced operational leadership and financial resources, could see accelerated development timelines and optimized capital allocation.
The mandatory extension period serves dual purposes - providing remaining shareholders a final opportunity to receive immediate payment while allowing Agnico Eagle to potentially increase its ownership before executing the second-step transaction. This methodical approach minimizes execution risk and ensures smooth integration of assets.
- All-cash offer of
$1.67 58% premium to O3 Mining's closing price on December 11, 2024 - Agnico Eagle has satisfied the minimum tender condition and has taken-up and acquired
94.1% of the outstanding O3 Mining shares - Shareholders who have not already tendered should do so as soon as possible to take advantage of the significant offer as their brokers, banks or other intermediaries likely have tendering cut-off times well in advance of the expiry time of 11:59 p.m. (EST) on February 3, 2025
- Tender your shares today for prompt payment. Contact Laurel Hill Advisory Group for assistance at 1-877-452-7184 or email assistance@laurelhill.com
(All amounts expressed in Canadian dollars unless otherwise noted)
Agnico Eagle has extended the expiry time of the Offer by a mandatory period of 10 days to 11:59 p.m. (EST) on February 3, 2025 (the "Expiry Time") in order to allow the remaining shareholders of O3 Mining to tender their Common Shares to the Offer and receive the all-cash offer price of
O3 Mining's President and Chief Executive Officer, Mr. José Vizquerra commented: "We are pleased to achieve this excellent and timely outcome for our shareholders who tendered their Common Shares to the Offer. While providing an opportunity for our shareholders to realize immediate value at a significant premium, the transaction will also enable the efficient advancement of the Marban Alliance project by Agnico Eagle, an experienced operator that has the financial strength, mining expertise and community commitment to take the project to its next stage of development."
Full details of the Offer are contained in Agnico Eagle's take-over bid circular and in O3 Mining's directors' circular, which are available under O3 Mining's profile on SEDAR+ (www.sedarplus.ca) and on O3 Mining's and Agnico Eagle's respective websites. Agnico Eagle will file the Notice of Extension extending the Expiry Time to 11:59 p.m. (EST) on February 3, 2025 under O3 Mining's profile on SEDAR+ (www.sedarplus.ca) and on O3 Mining's and Agnico Eagle's respective websites and mail the Notice of Extension to shareholders of O3 Mining in accordance with applicable law. These materials contain important information on how to tender to the Offer.
Next Steps and How to Tender Your Shares to Receive Prompt Payment
Following the Expiry Time, Agnico Eagle intends to pursue a second-step transaction to acquire the remaining Common Shares not tendered to the Offer, as described in Agnico Eagle's take-over bid circular available under O3 Mining's profile on SEDAR+ (www.sedarplus.ca) and on O3 Mining's and Agnico Eagle's respective websites.
Remaining O3 Mining shareholders are strongly encouraged to tender their Common Shares to the Offer prior to the Expiry Time to ensure that they promptly receive the offer price of |
For information on tendering your Common Shares, please contact Laurel Hill Advisory Group toll free at 1-877-452-7184 or by email at assistance@laurelhill.com.
Shareholder type: | How do I tender my Common Shares to the Agnico Eagle Offer? |
Beneficial Most O3 Mining shareholders are beneficial shareholders. This means your Common Shares are held through a broker, bank or other financial intermediary, and you do not have a share certificate or DRS advice. | Contact your bank or your broker immediately and instruct them to tender your Common Shares to the Offer. |
Registered You are a registered shareholder if you hold your Common Shares directly and have a share certificate or DRS advice. | Contact Laurel Hill Advisory Group: |
For additional information regarding the Offer, please visit: https://www.agnicoeagle.com/Offer-for-O3-Mining/default.aspx and https://o3mining.com/agnico-eagle-mines-limited-offer-for-o3-mining-inc/.
O3 Mining Board Transition
In connection with the successful take-up of the Deposited Shares under the Offer, the board of directors of O3 Mining was reconstituted to include representatives of Agnico Eagle. The O3 Mining board of directors is now comprised of continuing directors Amy Satov and Bernardo Alvarez Calderon and Agnico Eagle representatives Peter Netupsky, Carol Plummer, Jean Robitaille and Chris Vollmershausen. Peter Netupsky is Vice President, Corporate Development of Agnico Eagle; Carol Plummer is Executive Vice President, Sustainability, People & Culture of Agnico Eagle; Jean Robitaille is Executive Vice President, Chief Strategy & Technology Officer of Agnico Eagle; and Chris Vollmershausen is Executive Vice President, Legal, General Counsel & Corporate Secretary of Agnico Eagle.
At Agnico Eagle's request, José Vizquerra and Elijah Tyshynski will continue in their roles as President and Chief Executive Officer and as Chief Financial Officer and Corporate Secretary of O3 Mining, respectively, until the completion of the second-step transaction.
Additional Early Warning Disclosure Regarding O3 Mining
Immediately prior to the take-up of the Deposited Shares under the Offer, Agnico Eagle beneficially owned, and exercised control and direction over, 1,057,753 Common Shares, representing approximately
Agnico Eagle acquired 110,424,431 Deposited Shares pursuant to the Offer, representing all of the Common Shares validly deposited and not withdrawn as of 11:59 p.m. (EST) on January 23, 2025, for aggregate consideration of
Early Warning Disclosure Regarding Cartier Resources
Immediately prior to the take-up of the Deposited Shares under the Offer, (i) Agnico Eagle beneficially owned, and exercised control and direction over, 50,749,679 common shares (the "Cartier Shares") of Cartier Resources Inc. ("Cartier") and 7,000,000 Cartier Share purchase warrants (the "Cartier Warrants"), representing approximately
As a result of Agnico Eagle's acquisition of control of O3 Mining pursuant to the Offer, as of the date hereof, Agnico Eagle is deemed to beneficially own, and exercise control and direction over, an aggregate of 97,022,944 Cartier Shares, representing approximately
Agnico Eagle holds its Cartier Shares and Cartier Warrants for investment purposes. Depending on market conditions and other factors, Agnico Eagle may, from time to time, acquire additional Cartier Shares, Cartier Warrants or other securities of Cartier or dispose of some or all of its Cartier Shares, Cartier Warrants or other securities of Cartier that it owns at such time.
Early Warning Disclosure Regarding STLLR Gold Inc.
Immediately prior to the take-up of the Deposited Shares under the Offer, O3 Mining beneficially owned, and exercised control and direction over, 12,458,939 common shares (the "STLLR Shares") of STLLR Gold Inc. ("STLLR"), representing approximately
As a result of Agnico Eagle's acquisition of control of O3 Mining pursuant to the Offer, as of the date hereof, Agnico Eagle is deemed to beneficially own, and exercise control and direction over, 12,458,939 STLLR Shares, representing approximately
Agnico Eagle holds its STLLR Shares for investment purposes. Depending on market conditions and other factors, Agnico Eagle may, from time to time, acquire additional STLLR Shares or other securities of STLLR or dispose of some or all of its STLLR Shares or other securities of STLLR that it owns at such time.
Early warning reports in respect of the foregoing will be filed by Agnico Eagle in accordance with applicable securities laws. To obtain a copy of each early warning report, please contact:
Agnico Eagle Mines Limited
c/o Investor Relations
145 King Street East, Suite 400
Telephone: 416-947-1212
Email: investor.relations@agnicoeagle.com
Agnico Eagle's head office is located at 145 King Street East, Suite 400,
Advisors
Edgehill Advisory Ltd. is acting as financial advisor to Agnico Eagle. Davies Ward Phillips & Vineberg LLP is acting as legal advisor to Agnico Eagle.
Maxit Capital is acting as financial advisor to O3 Mining. Bennett Jones LLP is acting as legal advisor to O3 Mining. Fort Capital is acting as financial advisor to the Special Committee of independent directors of O3 Mining. Cassels Brock & Blackwell LLP is acting as legal advisor to the Special Committee.
The Depositary and Information Agent for the Offer is Laurel Hill Advisory Group. If you have any questions or require assistance with tendering to the Offer, please contact Laurel Hill Advisory Group, by phone at 1-877-452-7187 or by e-mail at assistance@laurelhill.com.
About O3 Mining Inc.
O3 Mining Inc. is a gold explorer and mine developer in
About Agnico Eagle Mines Limited
Agnico Eagle is a Canadian based and led senior gold mining company and the third largest gold producer in the world, producing precious metals from operations in
Cautionary Note Regarding Forward-Looking Information
This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation that is based on current expectations, estimates, projections, and interpretations about future events as at the date of this news release. Forward-looking information and statements are based on estimates of management by O3 Mining and Agnico Eagle, at the time they were made, and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information or statements. Forward-looking statements in this news release include, but are not limited to, statements regarding: the Offer, including the anticipated timing of expiration, mechanics, funding, completion, settlement, payment, results and effects of the Offer and the other benefits of the transaction; the advancement of the Marban Alliance project; any second-step transaction, including the timing for any such transaction and Agnico Eagle's intentions with respect to any such transaction; and Agnico Eagle's acquisition or disposition of securities of Cartier and/or STLLR in the future. Material factors or assumptions that were applied in formulating the forward-looking information contained herein include, without limitation, the expectations and beliefs of Agnico Eagle and O3 Mining that any second-step transaction will be successful and the ability to achieve goals, including the integration of the Marban Alliance property to the Canadian Malartic land package and the ability to realize synergies arising therefrom. Agnico Eagle and O3 Mining caution that the foregoing list of material factors and assumptions is not exhaustive. Although the forward-looking information contained in this news release is based upon what Agnico Eagle and O3 Mining believe, or believed at the time, to be reasonable expectations and assumptions, there is no assurance that actual results will be consistent with such forward-looking information, as there may be other factors that cause results not to be as anticipated, estimated or intended, and neither O3 Mining, nor Agnico Eagle nor any other person assumes responsibility for the accuracy and completeness of any such forward-looking information. No assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this news release should not be unduly relied upon. O3 Mining and Agnico Eagle do not undertake, and assume no obligation, to update or revise any such forward-looking statements or forward-looking information contained herein to reflect new events or circumstances, except as may be required by applicable law. These statements speak only as of the date of this news release. Nothing contained herein shall be deemed to be a forecast, projection or estimate of the future financial performance of Agnico Eagle or any of its affiliates or O3 Mining.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
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SOURCE O3 Mining Inc.
FAQ
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