Colombian Superintendent of Finance Issues Notice of Public Tender Offer for Mineros Shares, Halts Trading on Colombia Stock Exchange
Colombian Superintendent of Finance Issues Notice of Public Tender Offer
for Mineros Shares, Halts Trading on Colombia Stock Exchange
MEDELLIN, Colombia--(BUSINESS WIRE)--January 28, 2025--Mineros S.A. (TSX:MSA,
MINEROS:CB) (“Mineros” or the “Company”) announces that the Colombian Superintendent
of Finance (“SFC”) has issued a public notice (the “SFC Notice”) announcing the submission to
the SFC of an application to make a public tender offer in Colombia to acquire between 5% and
9% of the issued and subscribed ordinary shares of Mineros (“Mineros Shares”) through the
facilities of the Colombia Stock Exchange (“BVC”) at an offering price of Colombian peso
$4,600 per share, equivalent to approximately CAD$1.56, payable in cash in Colombian pesos or
U.S. dollars (the “Offer”).
In accordance with Colombian laws regulating public tender offers, the SFC Notice was issued
following the receipt by the SFC of notice of the offeror’s intention to make the Offer, together
with supporting documentation for review. The Offer cannot be made or accepted by
shareholders until it is approved by the SFC and additional prescribed requirements are satisfied.
Receipt of SFC approval will be contingent on the offeror satisfying the SFC that the Offer
complies with applicable regulations, and complying with certain formalities, including
providing a performance guarantee covering a certain percentage of the aggregate purchase price
for the Mineros Shares that are the subject of the Offer. The BVC announced yesterday that Sun
Valley Investments AG has submitted such a performance guarantee in connection with the
Offer.
The SFC is required to provide comments on the Offer to the offeror within five business days
after receiving the offeror’s submission (the “Initial Comment Period”). Colombian laws
require the offeror to publish notice of the Offer (an “Offer Notice”) within five business days
following expiry of the Initial Comment Period if SFC does not provide comments or within five
business days following the SFC authorization of the Offer, and two additional times. In
accordance with Colombian laws, trading in Mineros Shares on the BVC was halted upon the
issuance of the SFC Notice, and will remain suspended until the day following the first
publication of the Offer Notice. The Company does not expect trading in Mineros Shares on the
TSX to be halted.
ABOUT MINEROS S.A.
Mineros is a gold mining company headquartered in Medellin, Colombia. The Company has a
diversified asset base, with relatively low-cost mines in Colombia and Nicaragua and a pipeline
of development and exploration projects throughout the region.
The board of directors and management of Mineros have extensive experience in mining,
corporate development, finance and sustainability. Mineros has a long track record of
maximizing shareholder value and delivering solid annual dividends. For almost 50 years
Mineros has operated with a focus on safety and sustainability at all its operations.
Mineros’ common shares are listed on the Toronto Stock Exchange under the symbol “MSA”,
and on the Colombia Stock Exchange under the symbol “MINEROS”.
FORWARD-LOOKING STATEMENTS
This news release contains “forward looking information” within the meaning of applicable
Canadian securities laws. Forward looking information includes statements that use forward
looking terminology such as “may”, “could”, “would”, “will”, “should”, “intend”, “target”,
“plan”, “expect”, “budget”, “estimate”, “forecast”, “schedule”, “anticipate”, “believe”,
“continue”, “potential”, “view” or the negative or grammatical variation thereof or other
variations thereof or comparable terminology. Such forward looking information includes,
without limitation, statements with respect to the Offer, including its terms, timing, potential
regulatory approval, and participants; halting and resumption of trading of Mineros Shares on the
TSX and BVC; the Company’s planned exploration, development and production activities; and
any other statement that may predict, forecast, indicate or imply future plans, intentions, levels of
activity, results, performance or achievements.
Forward looking information is based upon estimates and assumptions of management
considering management’s experience and perception of trends, current conditions and expected
developments, as well as other factors that management believes to be relevant and reasonable in
the circumstances, as of the date of this news release. While the Company considers these
assumptions to be reasonable, the assumptions are inherently subject to significant business,
social, economic, political, regulatory, competitive and other risks and uncertainties,
contingencies and other factors that could cause actual actions, events, conditions, results,
performance or achievements to be materially different from those projected in the forward-
looking information. Many assumptions are based on factors and events that are not within the
control of the Company and there is no assurance they will prove to be correct.
For further information of these and other risk factors, please see the “Risk Factors” section of
the Company’s annual information form dated March 25, 2024, available on SEDAR+ at
www.sedarplus.com.
The Company cautions that the foregoing lists of important assumptions and factors are not
exhaustive. Other events or circumstances could cause actual results to differ materially from
those estimated or projected and expressed in, or implied by, the forward looking information
contained herein. 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. Accordingly, readers should not place undue reliance on forward looking
information.
Forward looking information contained herein is made as of the date of this news release and the
Company disclaims any obligation to update or revise any forward looking information, whether
as a result of new information, future events or results or otherwise, except as and to the extent
required by applicable securities laws.
Contacts
For further information, please contact:
Ann Wilkinson
Vice President, Investor Relations
+1 416-357-5511