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Hochschild Achieves Minimum Tender Condition and Extends Offer in Connection With Its Offer to Acquire Andina Minerals
By: Marketwired .
Dec. 28, 2012 07:00 PM
TORONTO, ONTARIO -- (Marketwire) -- 12/29/12 -- Hochschild Mining plc (LSE:HOC) ("Hochschild") is pleased to announce that its wholly owned subsidiary, 1710503 Alberta Ltd. (the "Offeror") has, pursuant to its November 16, 2012 offer (the "Offer") to acquire all of the outstanding common shares ("Shares") of Andina Minerals Inc. ("Andina") for CAD $0.80 per Share in cash, received to date tenders of 112,124,252 Shares, representing approximately 81.4% of the outstanding Shares on a fully-diluted basis. As all of the conditions to the Offer have been satisfied, the Offeror has taken up, and will within the time prescribed by applicable law, pay for all of the Shares validly deposited pursuant to the Offer and not withdrawn prior to 5:00 p.m. (Toronto time) on December 28, 2012. Andina shareholders who deposited their Shares to the Offer will receive payment for such shares within three business days of the date hereof. The deposited Shares are the only Shares owned by Hochschild or its affiliates. As soon as possible, the Offeror intends to reconstitute the board of directors of Andina and, if practicable, to cause the Shares to be de-listed from the TSX Venture Exchange and Andina to cease being a reporting issuer under applicable securities laws.
The Offeror also announced that it has extended the expiry date of the Offer to 5:00 p.m. (Toronto time) on January 11, 2013, pursuant to a Notice of Extension dated December 28, 2012, in order to allow shareholders of Andina a further opportunity to deposit their Shares pursuant to the Offer. Hochschild intends to acquire all of the outstanding Shares pursuant to the Offer. If the Offeror does not acquire all of the outstanding Shares pursuant to the Offer, Hochschild currently intends to exercise its statutory right to acquire, to the extent permitted, all of the Shares not deposited under the Offer or, if such statutory right of acquisition is not available, Hochschild currently intends to cause a meeting of shareholders to be called for the purpose of enabling the Offeror or an affiliate of the Offeror to acquire all of the Shares not deposited under the Offer.
The Offeror expects to mail a formal notice of extension to Andina shareholders as soon as practicable. The notice of extension will also be available for review under Andina's profile on SEDAR at www.sedar.com. Andina shareholders are advised to review the notice of extension and any other relevant documents filed with securities regulatory authorities by the Offeror because they will contain important information, including full details of the Offer, as extended, and its terms and conditions.
Hochschild's address is 46 Albemarle Street, London, United Kingdom, W1S 4JL. A copy of the early warning report to be filed by Hochschild and the Offeror will be available shortly under Andina's profile on SEDAR at www.sedar.com and can be obtained by contacting the Hochschild representative listed below.
About Hochschild Mining plc
Hochschild Mining plc is a leading precious metals company listed on the London Stock Exchange (HOC) with a primary focus on the exploration, mining, processing and sale of silver and gold. Hochschild has almost fifty years' experience in the mining of precious metal epithermal vein deposits and currently operates four underground epithermal vein mines, three located in southern Peru and one in southern Argentina. Hochschild also has numerous long-term projects throughout the Americas.
Forward looking Statements
This announcement contains certain forward looking statements which may relate to matters such as the business, strategy, investments, production, major projects and their contribution to expected production and other plans of Hochschild Mining plc and its current goals, assumptions and expectations relating to its future financial condition, performance and results.
Forward-looking statements include, without limitation, statements typically containing words such as "intends", "expects", "anticipates", "targets", "plans", "estimates" and words of similar import. By their nature, forward looking statements involve risks and uncertainties because they relate to events and depend on circumstances that will or may occur in the future. Actual results, performance or achievements of Hochschild Mining plc may be materially different from any future results, performance or achievements expressed or implied by such forward looking statements. Factors that could cause or contribute to differences between the actual results, performance or achievements of Hochschild Mining plc and current expectations include, but are not limited to, legislative, fiscal and regulatory developments, competitive conditions, technological developments, exchange rate fluctuations and general economic conditions. Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.
The forward looking statements reflect knowledge and information available at the date of preparation of this announcement. Except as required by the Listing Rules and applicable law, Hochschild Mining plc does not undertake any obligation to update or change any forward looking statements to reflect events occurring after the date of this announcement. Nothing in this announcement should be construed as a profit forecast.
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