Teck Confirms Receipt of Revised Unsolicited Acquisition Proposal from Glencore
April 11 2023 - 10:33AM
Teck Resources Limited (TSX: TECK.A and TECK.B, NYSE: TECK)
(“Teck”) today confirmed that it has received a revised,
unsolicited, non-binding proposal from Glencore plc, which would
see that company acquire Teck.
Glencore’s revised proposal appears to be
largely unchanged, with the exception of a cash consideration
alternative in lieu of shares in the proposed combined coal entity.
The revised proposal does not provide an increase in the overall
value to be received by Teck shareholders or appear to address
material risks previously raised by Teck.
Consistent with its fiduciary duties and in
consultation with its financial and legal advisors, Teck’s Board of
Directors (the “Board”) will carefully and expeditiously review and
evaluate the new proposal. Teck will advise shareholders of the
Board’s decision regarding the revised proposal as soon as
practicable.
As previously announced on April 3, 2023,
following a detailed review and assessment of a similar unsolicited
proposal from Glencore, Teck’s Board unanimously determined that
the proposal was not actionable and not in the best interests of
Teck or its shareholders. The Board determined that the previously
rejected Glencore proposal would have exposed Teck shareholders to
material risks and uncertainty and would have transferred
significant value to Glencore at the expense of Teck
shareholders.
AdvisorsBarclays Capital Canada
Inc. and Ardea Partners LP are serving as financial advisors to
Teck. Stikeman Elliott LLP and Paul, Weiss, Rifkind, Wharton &
Garrison LLP are acting as legal advisors.
BMO Capital Markets, Goldman Sachs & Co.
LLC, and Origin Merchant Partners are serving as financial advisors
to the Special Committee and Blake, Cassels & Graydon LLP and
Sullivan & Cromwell LLP are acting as legal advisors to the
Special Committee.
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.
Forward-Looking StatementsThis
news release contains certain information which constitutes
“forward-looking statements” and “forward-looking information”
within the meaning of applicable Canadian securities laws. Any
statements that are contained in this news release that are not
statements of historical fact may be deemed to be forward-looking
statements. Forward-looking statements are often identified by
terms such as “may”, “should”, “anticipate”, “expect”, “potential”,
“believe”, “intend” or the negative of these terms and similar
expressions. Forward-looking statements in this news release
include, but are not limited to: statements regarding Teck’s
planned separation transaction, including the timing thereof, and
Teck’s expectations regarding the impacts of any such transaction
in terms of creating value for shareholders; statements related to
anticipated risks of Glencore’s proposal, including with respect to
execution, timing and exposure to thermal coal and oil trading, and
Teck’s assessment thereof as compared to its own planned separation
transaction; statements related to the opportunity for future
transactions involving Teck Metals or EVR; and statements with
respect to Teck’s business and assets and its strategy going
forward. Readers are cautioned not to place undue reliance on
forward-looking statements. Forward-looking statements involve
known and unknown risks and uncertainties, most of which are beyond
the Teck’s control. Several factors could cause actual results to
differ materially from those expressed in the forward-looking
statements, including, but not limited to: future actions taken by
Glencore in connection with its unsolicited proposal; fluctuations
in supply and demand in steelmaking coal, base metals and specialty
metals markets; changes in competitive pressures, including pricing
pressures; timing and receipt of requisite shareholder and court
approvals; the recent global banking crisis and conditions and
changes in credit markets; changes in capital markets; changes in
currency and exchange rates; changes in and the effects of,
government policy and regulations; and earnings, exchange rates and
the decisions of taxing authorities, all of which could affect
effective tax rates. Additional risks and uncertainties can be
found in our Annual Information Form dated February 21, 2023 under
“Risk Factors” and our management information circular in respect
of our annual and special meeting of shareholders on April 26,
2023, each filed under our profile on SEDAR (www.sedar.com) and on
EDGAR (www.sec.gov), and on Teck’s website (www.teck.com). Should
one or more of the risks or uncertainties underlying these
forward-looking statements materialize, or should assumptions
underlying the forward-looking statements prove incorrect, actual
results, performance or achievements could vary materially from
those expressed or implied by the forward-looking statements.
The forward-looking statements contained herein
are made as of the date of this release and, other than as required
by applicable securities laws, Teck does not assume any obligation
to update or revise them to reflect new events or circumstances.
The forward-looking statements contained in this release are
expressly qualified by this cautionary statement.
Investor Contact:Fraser
PhillipsSenior Vice President, Investor Relations & Strategic
Analysis604.699.4621fraser.phillips@teck.com
Media Contact:Chris
StannellPublic Relations
Manager604.699.4368chris.stannell@teck.com
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