copperco releases general meeting materials

CopperCo Releases General Meeting Materials
Highlights
• CopperCo Limited (“CopperCo”) commissioned KPMG Corporate Finance (Aust) Pty Ltd (“KPMG”) as
Independent Expert to consider whether the acquisition of Mineral Securities Limited (“MinSec”) shares from
(and issue of CopperCo shares on cancellation of MinSec options held by) certain shareholders associated with
CopperCo is fair and reasonable to non-associated shareholders. The Independent Expert has concluded that
those acquisitions (and issues of CopperCo shares) are fair and reasonable.
• The Independent Expert has valued MinSec at between $2.05 and $3.01 per fully diluted MinSec share with a
preferred value of $2.57.
• As a result of the proposed merger, CopperCo’s net assets will increase from $911 million to $3622 million,
equating to an increase from 183 cents per share to 424 cents per share.
• CopperCo’s Independent Directors unanimously recommend shareholders vote in favour of resolutions required
to implement the proposed merger at the general meeting of CopperCo shareholders to be held on Friday, 16
May 2008 (“General Meeting”).
• CopperCo today lodged with the Australian Securities Exchange (“ASX”) a general meeting package (“Meeting
Documents”) in relation to resolutions of CopperCo shareholders required to implement the proposed merger of
CopperCo with MinSec.
On 29 January 2008, CopperCo announced an agreed merger with MinSec to create a diversified global resource
company with interests in base and precious metals including: copper, zinc, lead, platinum and gold. Various aspects of
the merger — which will take place by way of a recommended takeover offer by CopperCo for all of the shares in
MinSec — require CopperCo shareholder approval under ASX Listing Rules.
Under the offer, MinSec shareholders will receive 2.2 CopperCo shares for each ordinary MinSec share.
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Release of the Independent Expert’s Report
Under the ASX Listing Rules, CopperCo was required to commission an Independent Expert to prepare an Independent
Expert’s Report in relation to the acquisition of MinSec shares from (and issue of CopperCo shares on cancellation of
MinSec options held by) certain related MinSec shareholders.
The Independent Expert, KPMG Corporate Finance (Aust) Pty Ltd, has concluded that the acquisition of MinSec shares
from (and issue of CopperCo shares on cancellation of MinSec options held by) each of the related MinSec shareholders
is fair and reasonable to non-associated CopperCo shareholders.
The Independent Expert has assessed the value of MinSec as a whole to be in the range of $386.4 million to $592.8
million, with a ”preferred value” of $496.4 million. This equates to an assessed fair value per fully diluted MinSec share
of between approximately $2.05 and $3.01, with a ”preferred value” of $2.57.
A concise version of the Independent Expert’s Report is contained in the Meeting Documents. The full report is available
free of charge by contacting the CopperCo shareholder information line on 1800 061 089 or from the CopperCo website,
www.copperco.com.au.
CopperCo Independent Directors recommendation
The Independent Directors of CopperCo continue to believe the transaction is in the best interests of CopperCo
shareholders and recommend that shareholders vote in favour of all the resolutions.
Commenting on the proposed merger, CopperCo Managing Director, Mr Brian Rear said:
“We firmly believe the proposed merger of CopperCo and Mineral Securities delivers significant benefits to shareholders
of CopperCo, the reality of which is reflected in the analysis conducted by the Independent Expert KPMG. CopperCo
shareholders will benefit from increased size and scale with the company’s net assets per share set to increase from 18
cents to 42 cents per share as a result of the merger.
“Through the merger CopperCo shareholders will acquire a high quality portfolio of assets for an attractive price with
MinSec valued by KPMG at up to $3.01 per share.”
“Both companies have shared values and a common history and we expect to hit the ground running once the merger is
complete. The future strategy of the merged group will focus on building revenue growth in the copper business unit and
on increasing the ownership position in base and precious metals with a particular focus on copper and platinum,” he
said.
Satisfaction of FIRB condition
CopperCo has received a notification from the Australian Foreign Investment Review Board that there are no objections
to the proposed merger in terms of the Australian Government’s foreign investment policy. This notification satisfies one
of the conditions to CopperCo’s takeover offer for MinSec.
Timing of despatch and shareholder meeting
The Meeting Documents will be despatched to CopperCo shareholders on Tuesday, 15 April 2008.
The General Meeting of CopperCo shareholder to approve certain aspects of the proposed merger is being held at
10.00am on Friday 16 May 2008 at Level 31, Allendale Square, 77 St Georges Terrace, Perth.
CopperCo shareholders are encouraged to return their completed proxy form as soon as possible and by no later than
10.00am (WST) on Wednesday, 14 May 2008.
Shareholders with additional questions about the proposed merger should contact the CopperCo Shareholder
information line on 1800 061 089 or visit the CopperCo website: http://www.copperco.com.au/merger.asp.