Leucadia to Tender Inmet Shares to First Quantum Offer

Leucadia National Corp. (LUK), Inmet Mining Corp. (IMN)’s largest shareholder, plans to tender shares in the Canadian mining company in support of First Quantum Minerals Ltd. (FM)’s C$5.1 billion ($5.2 billion) hostile bid for Inmet.

Leucadia holds about 11 million shares, or about 15.92 percent of Inmet, the New York-based holding company said yesterday in a statement. The company said it intends to tender its shares “in the absence of changed circumstances or new information” including another transaction that would provide greater value.

“This gives First Quantum a jump start,” George Topping, a Toronto-based analyst at Stifel Financial Corp., said yesterday in a telephone interview. First Quantum executives “are shrewd operators and will have done a lot of groundwork before going hostile, putting them in a good position to take Inmet.”

First Quantum took its C$72-a-share offer in cash and stock straight to Inmet investors on Jan. 9 as it seeks to gain control of a copper project in Panama. The Vancouver-based company’s offer requires acceptance by holders of 66 percent of Inmet shares. First Quantum said it’s been in talks with shareholders since December.

Inmet fell 0.5 percent to C$71.92 at the close in Toronto yesterday, while First Quantum rose 2.2 percent to C$21.05.

Deal Premium

The offer is 36 percent more than Inmet’s closing price on Nov. 27, the day before Toronto-based Inmet said it rejected two previous unsolicited proposals from First Quantum. Inmet has to respond to the offer by Jan. 24 while shareholders have until Feb. 14 to decide whether to back it, First Quantum President Clive Newall said Jan. 9.

Laura Ulbrandt, a spokeswoman for Leucadia, didn’t return a call seeking comment. David Ryan, an external spokesman for Inmet, declined to comment on Leucadia’s statement.

Inmet stockholders are being offered First Quantum shares, cash, or a combination of both resulting in a total mix of about 50 percent in shares and 50 percent in cash. The cash component of the latest offer will be financed through existing cash resources, undrawn financing facilities of $1.25 billion and a $2.5 billion acquisition facility provided by Standard Chartered Bank, First Quantum said.

Cobre Panama is the second largest of the copper projects under construction, after Rio Tinto Group’s Oyu Tolgoi mine in Mongolia, according to a November presentation posted on Inmet’s website. The project will cost about $6.2 billion and produce an average of 266,000 metric tons a year of the metal, which has more than quadrupled in price in the past 10 years in New York.

Goldman Sachs Group Inc., Jefferies Group Inc. and Royal Bank of Canada are advising First Quantum.

Jefferies Group, a New York-based investment bank, agreed to be acquired by Leucadia in November.

Canadian Imperial Bank of Commerce and law firm Torys LLP are advising Inmet. Scotiabank is financial adviser to the special committee of the Inmet board and Osler, Hoskin & Harcourt LLP is its legal counsel.

To contact the reporters on this story: Christopher Donville in Vancouver at cjdonville@bloomberg.net; Liezel Hill in Toronto at lhill30@bloomberg.net

To contact the editor responsible for this story: Simon Casey at scasey4@bloomberg.net

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