Noranda Income Fund (TSX: NIF.UN) (the “Fund”) today announced that
the previously announced acquisition by Glencore Canada Corporation
(“Glencore”) of all of the issued and outstanding priority units of
the Fund for C$1.98 per priority unit by way of a plan of
arrangement under the Business Corporations Act (Ontario) and the
Trustee Act (Ontario) (the “Arrangement”) was completed.
Immediately prior to the Arrangement, Glencore
owned 12,500,000 special units of the Fund representing
approximately 25% of the 49,989,975 issued and outstanding units of
the Fund. As a result of the Arrangement, Glencore acquired all of
the 37,489,975 issued and outstanding priority units of the Fund.
Following completion of the Arrangement, Glencore owns 100% of the
issued and outstanding units of the Fund.
Computershare Investor Services Inc., as the
depositary for the purposes of the Arrangement, will provide former
unitholders their consideration as soon as practicable on or after
today’s date.
As a result of the completion of the
Arrangement, the priority units of the Fund are expected to be
delisted from the Toronto Stock Exchange within two to three
trading days and the Fund is taking the applicable actions to cease
to be a reporting issuer or the equivalent in all of the provinces
of Canada.
Further details regarding the terms of the
Arrangement are set out in the Fund’s management proxy circular
dated January 25, 2023 for the special meeting held in connection
with the Arrangement and in the Arrangement Agreement and the
Amending Agreement entered into between Glencore and the Fund,
copies of which are available on SEDAR at www.sedar.com.
Forward-Looking Information
Certain information in this press release,
including statements regarding delisting of the priority units and
the Fund’s reporting issuer status, is forward-looking information.
In some cases, but not necessarily in all cases, forward-looking
information can be identified by the use of forward-looking
terminology such as “plans”, “targets”, “expects” or “does not
expect”, “is expected”, “an opportunity exists”, “is positioned”,
“estimates”, “intends”, “assumes”, “anticipates” or “does not
anticipate” or “believes”, or variations of such words and phrases
or statements that certain actions, events or results “may”,
“could”, “would”, “might”, “will” or “will be taken”, “occur” or
“be achieved”. Statements containing forward-looking information
are not historical facts but instead represent management’s
expectations, estimates and projections regarding future
events.
Forward-looking information is necessarily based
on a number of opinions, assumptions and estimates that, while
considered reasonable as of the date of this press release, are
subject to known and unknown risks, uncertainties, assumptions and
other factors that may cause the actual results, level of activity,
performance or achievements to be materially different from those
expressed or implied by such forward-looking information, including
but not limited to the factors described in greater detail in the
“Risk Factors” section of the Fund’s Annual Information Form dated
March 30, 2022 for the year ended December 31, 2021 and the Fund’s
other periodic filings available at www.sedar.com. These factors
are not intended to represent a complete list of the factors that
could affect the Fund; however, these factors should be considered
carefully. There can be no assurance that such estimates and
assumptions will prove to be correct. The forward-looking
statements contained in this press release are made as of the date
of this press release, and the Fund expressly disclaims any
obligation to update or alter statements containing any
forward-looking information, or the factors or assumptions
underlying them, whether as a result of new information, future
events or otherwise, except as required by law.
About Noranda Income Fund
Following completion of the Arrangement, Noranda
Income Fund became a wholly-owned subsidiary of Glencore Canada
Corporation. Noranda Income Fund owns the electrolytic zinc
processing facility and ancillary assets (the “Processing
Facility”) located in Salaberry-de-Valleyfield, Quebec. The
Processing Facility is the second-largest zinc processing facility
in North America and the largest zinc processing facility in
eastern North America, where the majority of zinc customers are
located. It produces refined zinc metal and various by-products
from sourced zinc concentrates. The Processing Facility is operated
and managed by Canadian Electrolytic Zinc Limited, a wholly-owned
subsidiary of Glencore Canada Corporation.
About Glencore
Glencore is one of the world’s largest global
diversified natural resource companies and a major producer and
marketer of more than 60 responsibly-sourced commodities that
advance everyday life. Through a network of assets, customers and
suppliers that spans the globe, Glencore produces, processes,
recycles, sources, markets and distributes the commodities that
enable decarbonization while meeting the energy needs of today.
Glencore companies employ around 135,000 people,
including contractors. With a strong footprint in over 35 countries
in both established and emerging regions for natural resources,
Glencore marketing and industrial activities are supported by a
global network of more than 40 offices.
Glencore’s customers are industrial consumers,
such as those in the automotive, steel, power generation, battery
manufacturing and oil sectors. The company also provides financing,
logistics and other services to producers and consumers of
commodities.
Glencore is proud to be a member of the
Voluntary Principles on Security and Human Rights and the
International Council on Mining and Metals. It is an active
participant in the Extractive Industries Transparency
Initiative.
Glencore recognizes its responsibility to
contribute to the global effort to achieve the goals of the Paris
Agreement. Its ambition is to be a net zero total emissions company
by 2050. In August 2021, Glencore increased its medium-term
emission reduction target to a 50% reduction by 2035 on 2019 levels
and introduced a new short-term target of a 15% reduction by 2026
on 2019 levels.
Persons who wish to obtain a copy of the early
warning report to be filed by Glencore in connection with this
transaction may obtain a copy of such report from www.sedar.com or
by contacting Glencore at the telephone number and address listed
below.
Glencore is providing the information above
pursuant to the early warning requirements of applicable Canadian
securities laws.
Advisors and Counsel
Accuracy Canada Inc. provided an independent
valuation and a fairness opinion to the Independent Committee of
the Board of Trustees of Noranda Operating Trust (the “Independent
Committee”). Fasken Martineau DuMoulin LLP is acting as legal
counsel to the Independent Committee. Paradigm Capital Inc. is
acting as financial advisor to the Independent Committee and the
Fund. Torys LLP is acting as legal counsel to the Fund’s manager.
Kingsdale Advisors is acting as strategic unitholder advisor and
communications advisor to the Fund. BMO Capital Markets and
McCarthy Tétrault LLP are acting as financial advisor and legal
counsel respectively to Glencore.
For more information: |
Charles Watenphult: +41 41 709 24 62m: +41 79 904 33
20charles.watenphul@glencore.com |
|
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