Teck Resources Limited (TSX: TECK.A and TECK.B, NYSE: TECK)
(“Teck”) today announced it has filed the management proxy circular
(the “Circular”) and related materials for its annual and special
meeting of shareholders to be held on April 26, 2023 (the
“Meeting”). At the Meeting, Teck is seeking shareholder approval
for, among other things, the previously announced reorganization of
Teck’s business (the “Separation”) to separate Teck into two
independent, publicly-listed companies: Teck Metals Corp. (“Teck
Metals”) and Elk Valley Resources Ltd. (“EVR”), and the previously
announced proposal to introduce a six-year sunset for the multiple
voting rights attached to the Class A common shares of Teck (the
“Dual Class Amendment”), all of which are described in the
Circular.
“Teck has secured all regulatory approvals
required to proceed with our proposed separation and create two
world-class companies committed to responsibly providing essential
resources the world needs,” said Jonathan Price, CEO. “Our planned
separation is in the best interests of Teck and all its
stakeholders, providing investors with a clear choice for
allocating investment between a premier copper growth company and a
high margin, pure play steelmaking coal company, while creating
more opportunities to maximize value for shareholders in the
future.”
“This transaction is the result of a
comprehensive review conducted by our Board and represents the best
path forward to realizing Teck’s full potential,” said Sheila
Murray, Chair of the Board, Teck. “This separation positions both
businesses for even greater success, allows shareholders to
optimize their exposure to the different underlying commodities,
and maximizes long-term value without limiting optionality going
forward.”
Teck also announced today that the Supreme Court
of British Columbia has granted interim orders (the “Interim
Orders”) in connection with the Separation and the Dual Class
Amendment. The Interim Orders authorize the calling and holding of
the Meeting to approve the Separation and the Dual Class Amendment.
Copies of the Interim Orders are attached to the Circular.
The Board of Directors of Teck is recommending
that shareholders vote for each of the Separation and the Dual
Class Amendment.
The Separation and the Dual Class Amendment are
not conditional on one another and if both the Separation and the
Dual Class Amendment are approved, the Dual Class Amendment is
expected to occur before the implementation of the Separation.
Shareholders of record as of the close of
business on March 7, 2023 are entitled to receive notice of and
vote at the Meeting. The Circular provides important information
relating to the Separation, the Dual Class Amendment and related
matters, voting procedures and how to attend the Meeting.
Shareholders are urged to read the Circular carefully and in its
entirety. The Circular is available on SEDAR at www.sedar.com, on
EDGAR at www.sec.gov and at www.TECKAGSM.com.
Shareholders who have questions regarding the
Separation or the Dual Class Amendment or require assistance with
voting at the Meeting should contact Teck’s proxy solicitation
agent, Kingsdale Advisors, by phone or text at 1-888-213-0093 toll
free in North America or 1-416-623-2512 outside of North America
(collect calls accepted), or by email at
contactus@kingsdaleadvisors.com.
About the Separation
The proposed Separation will create two
world-class resource companies and provide investors with choice
for allocating investment between two businesses with different
commodity fundamentals and value propositions. Teck Metals will be
growth-oriented, with premier, low-cost base metals production, a
top-tier copper development portfolio and a disciplined capital
returns policy. EVR will be a high-margin Canadian steelmaking coal
producer, focused on long-term cash generation and providing cash
returns to shareholders, with significant equity value accretion
potential. Both companies will remain committed to strong
environmental and social performance. For more information: click
here
Forward Looking StatementsThis
news release contains certain forward-looking information and
forward-looking statements as defined in applicable securities laws
(collectively referred to as forward-looking statements). These
forward-looking statements relate to future events or our future
performance. All statements other than statements of historical
fact are forward-looking statements. The use of any of the words
“anticipate”, “plan”, “continue”, “estimate”, “expect”, “may”,
“will”, “project”, “predict”, “potential”, “should”, “believe” and
similar expressions is intended to identify forward-looking
statements. These statements involve known and unknown risks,
uncertainties and other factors that may cause actual results or
events to differ materially from those anticipated in such
forward-looking statements.
These forward-looking statements include, but
are not limited to, statements relating to the proposed Separation;
expected future attributes of Teck Metals and EVR following the
Separation; the anticipated benefits of, and rationale for, the
Separation; plans, strategies and initiatives for each of Teck
Metals and EVR following the Separation; terms and conditions of
the Separation; the timing for completion of the Separation; and
other statements that are not historical facts.
Although we believe that the forward-looking
statements in this news release are based on information and
assumptions that are current, reasonable and complete, these
statements are by their nature subject to a number of factors that
could cause actual results to differ materially from management’s
expectations and plans as set forth in such forward-looking
statements, including, without limitation, the following factors,
many of which are beyond our control and the effects of which can
be difficult to predict: the possibility that the Separation and
Dual Class Amendment will not be completed on the terms and
conditions, or on the timing, currently contemplated, or at all,
due to a failure to obtain or satisfy, in a timely manner or
otherwise, required shareholder and court approvals and other
conditions of closing necessary to complete the transactions or for
other reasons; the possibility of adverse reactions or changes in
business relationships resulting from the announcement or
completion of the Separation; risk that market or other conditions
are no longer favourable to completing the Separation; risks
relating to business disruption during the pendency of or following
the Separation and diversion of management time; risks relating to
tax, legal and regulatory matters; credit, market, currency,
operational, commodity, liquidity and funding risks generally and
relating specifically to the Separation, including changes in
economic conditions, interest rates or tax rates; and other risks
inherent to our business and/or factors beyond Teck’s control which
could have a material adverse effect on Teck or the ability to
consummate the Separation and Dual Class Amendment.
Teck cautions that the foregoing list of
important factors and assumptions is not exhaustive and other
factors could also adversely affect its results. Further
information concerning risks and uncertainties associated with
these forward-looking statements and our business can be found in
our Annual Information Form for the year ended December 31, 2022,
filed under our profile on SEDAR (www.sedar.com) and on EDGAR
(www.sec.gov) under cover of Form 40-F, as well as subsequent
filings that can also be found under our profile.
The forward-looking statements contained in this
news release describe Teck’s expectations at the date of this news
release and, accordingly, are subject to change after such date.
Except as may be required by applicable securities laws, Teck does
not undertake any obligation to update or revise any
forward-looking statements contained in this news release, whether
as a result of new information, future events or otherwise. Readers
are cautioned not to place undue reliance on these forward-looking
statements.
About TeckAs one of Canada’s
leading mining companies, Teck is committed to responsible mining
and mineral development with major business units focused on
copper, zinc, and steelmaking coal. Copper, zinc and high-quality
steelmaking coal are required for the transition to a low-carbon
world. Headquartered in Vancouver, Canada, Teck’s shares are listed
on the Toronto Stock Exchange under the symbols TECK.A and TECK.B
and the New York Stock Exchange under the symbol TECK. Learn more
about Teck at www.teck.com or follow @TeckResources.
Investor Contact:Fraser PhillipsSenior Vice
President, Investor Relations & Strategic
Analysis604.699.4621fraser.phillips@teck.com
Media Contact:Chris Stannell Public Relations
Manager604.699.4368chris.stannell@teck.com
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