BELO HORIZONTE, Brazil, May 8, 2012, 2012 (Canada NewsWire via COMTEX) --JAG - TSX/NYSE
Jaguar Mining Inc. ("Jaguar" or the "Company") (JAG: TSX/NYSE) today announced that the Special Committee of the Company's Board of
Directors has concluded its strategic review process respecting the
possible change of control of Jaguar. Despite the Committee's
extensive efforts, this process has not resulted in an agreed change of
control transaction.
The strategic review process was announced by the Company on November
16, 2011 in response to a media report of a change of control proposal
from the Shandong Gold Group. Immediately following the issuance of
that release, the Company established a Special Committee comprised
exclusively of independent directors to take primary responsibility for
the process, and retained J.P. Morgan Securities LLC and Davies Ward
Phillips & Vineberg LLP as financial and legal advisors, respectively,
to assist the Special Committee and the Board in completing the
process.
When the proposal was received from the Shandong Gold Group in November
2011, the Board determined that it was not in the best interests of the
Company and its shareholders to accept that proposal. The Shandong
Gold proposal was structured so as to effectively provide Shandong Gold
with an option to purchase the Company as it conducted due diligence
and sought government approvals, including those required in China,
while preventing the Company from exploring other alternatives. In
addition to Shandong Gold, two other parties, including the North
American based mining company referred to below, had expressed interest
in acquiring the Company in the fall of 2011. These interested parties
emerged as a result of the Company's practice of maintaining contact
with various mining companies who might be interested in acquiring the
Company if the opportunity arose.
As part of the process, the Company and its financial advisor contacted
or received contact from 22 parties regarding a potential change of
control or other strategic transaction. Five of those parties executed
confidentiality agreements and were provided access to an extensive
data room. Three of those parties conducted site visits in Brazil.
Throughout this process, the Special Committee held 17 formal meetings
and had numerous, frequently daily, informal discussions and
communications.
Ultimately, one party, a North American based mining company, expressed
a serious intention to pursue an acquisition of the outstanding shares
of Jaguar, though others expressed interest in acquiring assets of the
Company. In early February, that party provided a preliminary proposal
respecting the acquisition of Jaguar at a price of between U.S. $8.20
and U.S. $9.45 per share, conditional upon, among other things, the
completion of a diligence investigation of Jaguar.
Throughout February and March, that party engaged in an extensive due
diligence process, including site visits to Jaguar's projects from late
February to early March, numerous face to face or telephonic
discussions with Company personnel, members of the Special Committee
and the Company's financial advisor, and extensive documentary
diligence. That diligence process continued until early April.
In late March, that party was provided with a form of the definitive
agreement that the Company was prepared to enter into. After
discussions between that party and the Special Committee and its
financial advisor, including a meeting between that party and two
members of the Special Committee in Toronto on April 11, 2012, that
party notified the Company in the afternoon of April 13, 2012 that it
had determined not to proceed with an acquisition of the Company at
this time.
Since the formation of the Special Committee, the Committee, directly
and through the Company's financial advisor and other intermediaries,
has made persistent and repeated efforts to engage with the Shandong
Gold Group to determine if there was a basis for pursuing change of
control discussions. On a number of occasions the Special Committee
offered to meet with representatives of Shandong Gold in Hong Kong,
Beijing or at any other locale of their choosing. Shandong Gold was
not willing to be a participant in the formal strategic review process
and did not respond to those efforts of the Special Committee.
On April 3, 2012, representatives of Shandong Gold, through an
intermediary, received the form of definitive agreement that the
Company was prepared to enter into. However, the Company did not
receive any response to that form of agreement.
In response to media reports on April 12, 2012 that quoted a
representative of Shandong Gold as remaining interested in Jaguar, in
the morning of April 13, 2012, a letter from the Chairman of the
Company to the Chairman of Shandong Gold was provided to counsel to
Shandong Gold for presentation to Shandong Gold. This letter expressed
the willingness of members of the Special Committee to travel to a
location convenient to Shandong Gold within the next 10 days to engage
in direct senior level discussions to explore a mutually agreeable
transaction.
On April 18, 2012, the Company provided Shandong Gold, through the
Company's intermediary, a draft letter of intent and a form of
exclusivity agreement under which the Company would have entered into
exclusive discussions with Shandong Gold. On April 20, 2012, the
Company's intermediary informed the Special Committee that Shandong
Gold was considering those documents with its financial and legal
advisors. A meeting between the Company's intermediary and the
Chairman of Shandong Gold was scheduled for May 1, 2012. This meeting
was subsequently rescheduled for May 7, 2012 as a result of the Labour
Day holiday in China on May 1.
In the morning of May 8, 2012, Jaguar's intermediary informed the
Special Committee that it has been advised that Shandong Gold has
determined not to proceed with further acquisition discussions.
At a meeting in the morning of May 8, 2012, the Board of Directors,
based on a recommendation of the Special Committee, terminated the
strategic review process respecting the possible change of control of
Jaguar. However, the Board will consider any future proposals if and
when they may be received.
In addition, the Special Committee is continuing discussions with a
party interested in the possible acquisition of one of Jaguar's
producing mining operations. No assurance can be given that the
Company will receive any proposals or consummate a sale transaction.
Gil Clausen, Chairman of the Special Committee, said, "It has been a challenging time to attract interest in the Company due
to the operational issues we have faced, coupled with the material
decline in the gold equity markets over the last few months. Although
the formal process has concluded and did not result in a change of
control of the Company, the Board will actively consider any future
proposals that may be received."
The Special Committee believes that the following factors have
contributed to the strategic review process not resulting in a change
of control transaction:
-- The S&P TSX Global Gold index had declined by 31% since
November 15, 2011. A material decline in the equity prices of
several of the prospective bidders for the Company, including
the North American based mining company referred to above, has
had a negative impact on their willingness or ability to
proceed.
-- Jaguar is continuing to resolve operational issues at its
southern operations in Brazil. The Company is confident of its
ability to resolve the issues and, as announced today, the
Company is implementing a comprehensive restructuring and
turnaround plan to improve costs and efficiency at its southern
operations. However, together with current gold equity market
conditions, concerns about these operational issues have made
it more challenging for interested parties to pursue a change
of control transaction.
Conference Call
The Company will hold a conference call to discuss the outcome of the
strategic review process and the plans for Jaguar moving forward today
at 4:00 p.m. ET. The call can be accessed via telephone or webcast.
Conference Call Details:
From North America: 1-866-524-3160
International: 1-412-317-6760
Replay:
From North America: 1-877-344-7529
International: 1-412-317-0088
Replay ID: 10013471
Webcast: www.jaguarmining.com
About Jaguar
Jaguar is a junior gold producer in Brazil with operations in a prolific
greenstone belt in the state of Minas Gerais and is developing the
Gurupi Project in Northern Brazil in the state of Maranhão. The
Company is actively exploring and developing additional mineral
resources at its approximate 240,000-hectare land base in Brazil.
Additional information is available on the Company's website at www.jaguarmining.com.
Forward Looking Statements
Certain statements in this press release constitute "Forward-Looking
Statements" within the meaning of the U.S. Private Securities
Litigation Reform Act of 1995 and Canadian securities legislation.
These Forward-Looking Statements include, but are not limited to,
statements concerning future proposals, the work to resolve operational
issues, and the implementation of the Company's restructuring and
turnaround plan to improve costs and efficiency. Forward-Looking
Statements can be identified by the use of words, such as "are
expected", "is forecast", "is targeted", "approximately" or variations
of such words and phrases or statements that certain actions, events or
results "may", "could", "would", "might", or "will" be taken, occur or
be achieved. Forward-Looking Statements involve known and unknown
risks, uncertainties and other factors which may cause the actual
results or performance to be materially different from any future
results or performance expressed or implied by the Forward-Looking
Statements.
These factors include the inherent risks involved in the exploration and
development of mineral properties, the uncertainties involved in
interpreting drilling results and other geological data, fluctuating
gold prices and monetary exchange rates, the possibility of project
cost delays and overruns or unanticipated costs and expenses,
uncertainties relating to the availability and costs of financing
needed in the future, uncertainties related to production rates, timing
of production and the cash and total costs of production, changes in
applicable laws including laws related to mining development,
environmental protection, and the protection of the health and safety
of mine workers, the availability of labor and equipment, the
possibility of labor strikes and work stoppages and changes in general
economic conditions. Although the Company has attempted to identify
important factors that could cause actual actions, events or results to
differ materially from those described in Forward-Looking Statements,
there may be other factors that could cause actions, events or results
to differ from those anticipated, estimated or intended.
These Forward-Looking Statements represent the Company's views as of the
date of this press release. The Company anticipates that subsequent
events and developments may cause the Company's views to change. The
Company does not undertake to update any forward-looking statements,
either written or oral, that may be made from time to time by or on
behalf of the Company subsequent to the date of this discussion except
as required by law. For a discussion of important factors affecting the
Company, including fluctuations in the price of gold and exchange
rates, uncertainty in the calculation of mineral resources,
competition, uncertainty concerning geological conditions and
governmental regulations and assumptions underlying the Company's
forward-looking statements, see the "CAUTIONARY NOTE" regarding
forward-looking statements and "RISK FACTORS" in the Company's Annual
Information Form for the year ended December 31, 2011 filed on the
System for Electronic Document Analysis and Retrieval on March 23, 2012
and available at http://www.sedar.com and the Company's Annual Report on Form 40-F for the year ended
December 31, 2011 filed with the United States Securities and Exchange
Commission on March 26, 2012 and available at www.sec.gov.
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SOURCE: Jaguar Mining Inc.
Company Contacts Roger Hendriksen Vice President, Investor Relations 603-410-4888
rhendriksen@jaguarmining.com Valeria Rezende DioDato Director of Communication
011-55-31-4042-1249 valeria@jaguarmining.com