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8-K - FORM 8-K - STILLWATER MINING CO /DE/ | d381244d8k.htm |
Exhibit 99.1
April 26, 2017
To: Holders of Stillwater Mining Company
1.75% Convertible Senior Notes due 2032
and
Delaware Trust Company
2711 Centerville Road
Wilmington, DE 19808
Attention: Stillwater Administrator
STILLWATER MINING COMPANY
NOTICE OF ANTICIPATED MERGER EFFECTIVE DATE
NOTICE OF RIGHT TO CONVERT
1.75% Convertible Senior Notes due 2032 (the Notes)
CUSIP No. 86074Q AL6
Reference is hereby made to the Indenture, dated as of November 29, 2010 (the Base Indenture), by and between Stillwater Mining Company, a Delaware corporation (the Company) and Delaware Trust Company, as successor to Law Debenture Trust Company of New York, as trustee (the Trustee), as amended and supplemented by the First Supplemental Indenture, dated as of October 17, 2012 (the First Supplemental Indenture and, together with the Base Indenture, as amended and supplemented by the First Supplemental Indenture, the Indenture), by and between the Company and the Trustee, relating to the Companys 1.75% Convertible Senior Notes due 2032. Capitalized terms used but not defined in this notice shall have the meanings ascribed to such terms in the Indenture.
A copy of the Base Indenture was included as an exhibit to the Companys Registration Statement on Form S-3, filed with the Securities and Exchange Commission (the SEC) on November 29, 2010. A copy of the First Supplemental Indenture was included as an exhibit to the Companys Current Report on Form 8-K, filed with the SEC on October 17, 2012. This Registration Statement on Form S-3 and Current Report on Form 8-K are both available on the SECs website at www.sec.gov.
On December 9, 2016, the Company entered into an Agreement and Plan of Merger (the Merger Agreement) with Sibanye Gold Limited (Sibanye or the Parent), Thor US HoldCo Inc. (US Holdco) and Thor Mergco Inc., an indirect wholly owned subsidiary of Parent (Merger Sub), providing for the merger (the Merger) of Merger Sub with and into the Company, with the Company continuing as the surviving company. The Company issued a press release publicly announcing execution of the Merger Agreement on December 9, 2016, and included a copy of the press release and the Merger Agreement as exhibits to the Companys Current Report on Form 8-K, filed with the SEC on December 9, 2016. The Company anticipates that a Fundamental Change and a Make-Whole Adjustment Event (each as defined in the First Supplemental Indenture) may occur on or about May 4, 2017 (the Anticipated Effective Date) as a result of the successful completion of the Merger pursuant to the Merger Agreement which is estimated to occur, on or about May 4, 2017.
Notice of Convertibility of the Notes during the Conversion Period
Notice is hereby given, pursuant to Section 10.01(b)(iii) of the First Supplemental Indenture, that if the Merger occurs, a Fundamental Change and a Make-Whole Adjustment Event (each as defined in the First Supplemental Indenture) will have occurred under the First Supplemental Indenture. Such a Fundamental Change and Make-Whole Adjustment Event in connection with the Merger are currently anticipated to occur, if they occur, as soon as practicable following the satisfaction or waiver of the conditions to the closing of the Merger, but in no event earlier than the Anticipated Effective Date. On the effective date of the Merger, if it occurs, each share of common stock of the Company, par value $0.01 per share (the Common Stock) then outstanding (other than (i) shares of Common Stock owned by the Company as treasury stock or by Merger Sub, (ii) shares of Common Stock owned by Parent or by a direct or indirect subsidiary of Parent or the Company and (iii) shares of Common Stock held by a holder who is entitled to appraisal rights and who has properly exercised and perfected appraisal rights for such shares) will be converted into the right to receive $18.00 in cash without interest (the Merger Consideration), and holders of shares of Common Stock will be entitled to exchange their shares of Common Stock for such per share amount of cash.
Pursuant to the Indenture, the holders of the Notes have the right to convert their Notes at the Applicable Conversion Rate (as defined in the First Supplemental Indenture), according to the terms of the Indenture at any time from and after the first business day following the date hereof, until and including the close of business on the Fundamental Change Repurchase Date (the Conversion Period). The Company will announce the Fundamental Change Repurchase Date not later than ten (10) business days after the occurrence of the effective date of the Fundamental Change in accordance with Section 11.02(c) of the First Supplemental Indenture.
The Trustee has informed the Company that, as of the date hereof, all Notes are held through the Depositary Trust Company (DTC) and there are no certificated Notes in non-global form. Accordingly, all Notes surrendered for repurchase or conversion hereunder must be delivered through the transmittal procedures of DTC or the other transmittal procedures described in the Fundamental Change Repurchase Right Notice (as defined below).
Notes may not be converted at the Applicable Conversion Rate if a Fundamental Change Repurchase Exercise Notice has previously been delivered in respect of such Notes and has not been validly withdrawn.
To be eligible to receive the Additional Shares (as defined in the First Supplemental Indenture) upon conversion, a Holder must submit its Notes for conversion during the Make-Whole Adjustment Period (any time from, and including, the effective date of the Merger to, and including, the Scheduled Trading Day immediately preceding the Fundamental Change Repurchase Date (as defined below)). If a Holder fails to submit its Notes for conversion by such date and time, any later conversion will not be in connection with the Make-Whole Adjustment Event and such Holder would not be eligible to receive the Additional Shares.
The Companys Obligation to Offer Fundamental Change Repurchase Price to All Holders if the Merger is Consummated
Pursuant to Section 11.02(a) of the First Supplemental Indenture, if a Fundamental Change (which would include the Merger) occurs at any time, each Holder of Notes will have the right at such Holders option to require the Company to repurchase for cash all of such Holders Notes (or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple of $1,000), on the date (the Fundamental Change Repurchase Date) specified by the Company that is not less than twenty (20) nor more than thirty-five (35) business days following the date the Company mails the Fundamental Change Repurchase Right Notice (the Fundamental Change Repurchase Right Notice) to the Trustee and to each Holder. If any Holder exercises such right, the purchase price for any Notes required to be purchased by the Company from such holder will be payable in cash in an amount equal to one hundred percent (100%) of the principal amount of the Notes to be so repurchased, plus accrued and unpaid interest thereon, if any, to, but excluding the Fundamental Change Repurchase Date (the Fundamental Change Repurchase Price), less any applicable withholding tax, unless such Fundamental Change Repurchase Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Company will instead be required to pay the full amount of accrued and unpaid interest, if any, on the Interest Payment Date to the Holders of record of such Notes as of such Regular Record Date, and the Fundamental Change Repurchase Price will be equal to one hundred percent (100%) of the principal amount of the Notes to be repurchased and shall not include any accrued and unpaid interest.
If the Company mails a Fundamental Change Repurchase Right Notice to the Holders of the Notes as a result of a Fundamental Change in connection with the Merger, the Holders of the Notes should read the related Fundamental Change Company Notice and any other related documentation when it becomes available because it will contain important information. Those documents will be available for free from the Company and on the SECs website at www.sec.gov.
Notice of Supplemental Indenture
Prior to or at the effective time of the Merger, the Company intends to enter into a Second Supplemental Indenture with respect to the Indenture and the First Supplemental Indenture. The Second Supplemental Indenture will be entered into by the Company pursuant to Sections 8.02(c) and 8.02(h) of the First Supplemental Indenture. Pursuant to the terms of the Second Supplemental Indenture, the right to convert each $1,000 principal amount of the Notes will be changed into a right to convert such principal amount of Notes into an amount of cash equal to the Applicable Conversion Rate in effect on the Conversion Date, multiplied by the Merger Consideration.
Additional Notices
The Company hereby notifies you that there can be no assurance that the Merger will be consummated on or about the dates indicated herein, or at all. However, in accordance with Section 10.01(b)(iii) of the First Supplemental Indenture, the Company is hereby providing notice to you of the Merger and as to the earliest anticipated effective date for the Merger. This notice also will constitute notice under Section 10.03(a) of the First Supplemental Indenture of the effective date of the anticipated Make-Whole Adjustment Event and will constitute notice under any other section of the Indenture, to the extent notice is required under such section and this notice satisfies such requirements.
If you have any questions, please contact the Companys Information Agent, Okapi Partners LLC, at the contact information below.
The Information Agent is:
Okapi Partners LLC
1212 Avenue of the Americas, 24th Floor
New York, New York 10036
Bankers and Brokers, Please Call: (212) 297-0720
Noteholders and All Others, Please Call Toll-Free: (877) 279-2311