Item 2.01. Completion of Acquisition or Disposition of Assets
On November 30, 2010, Stillwater Mining Company ("Stillwater") and Marathon PGM Corporation, a Canadian exploration company ("Marathon PGM"), jointly announced the completion of the acquisition of Marathon PGM by Stillwater. Marathon PGM holds a number of PGM-copper development properties that are of particular interest to Stillwater, including the Marathon project in Ontario, Canada, located near the town of Marathon near the northern shore of Lake Superior.
As a result of the transaction, Stillwater acquired all outstanding shares of Marathon PGM pursuant to a plan of arrangement under the Canada Business Corporations Act. The transaction was previously overwhelmingly approved by 99.98% of the Marathon PGM shareholders who voted in respect of the arrangement, was subsequently approved by the Ontario Superior Court of Justice and then received ministerial approval under the Investment Canada Act.
Effective November 30, 2010, each common share of Marathon PGM has been exchanged for 0.112 common shares of Stillwater (resulting in our issuing a total of 3,882,013 Stillwater common shares with a total market value of US$73.4 million), C$1.775 cash (for a total of C$61.5 million) and 0.5 common shares of Marathon Gold Corporation, which will start trading at the opening of trading on December 3, 2010.
Stillwater accounted for the acquisition of Marathon PGM as an asset purchase with the majority of the total purchase price allocated to acquired mineral rights.Item 3.02. Unregistered Sales of Equity Securities
On November 30, 2010, in connection with the Marathon PGM acquisition described above in Item 2.01, Stillwater issued 3,882,013 common shares to the shareholders of Marathon PGM. The information contained in Item 2.01 is incorporated by reference herein.
The issuance of the common shares is exempt from registration under Section 3(a)(10) of the Securities Act of 1933, as amended. Section 3(a)(10) exempts securities issued in exchange for one or more outstanding securities from the general requirement of registration where the terms and conditions of the issuance and exchange of such securities have been approved by any court of competent jurisdiction, after a hearing upon the fairness of the terms and conditions of the issuance and exchange at which all persons to whom the securities will be issued have the right to appear. The Ontario Superior Court of Justice, in its final order dated November 19, 2010, approved the arrangement for the issuance and exchange of securities set forth in the plan of arrangement.
Item 8.01. Other Events
On November 30, 2010, Stillwater and Marathon PGM issued a joint press release, which is filed as Exhibit 99.1 hereto and incorporated by reference herein, announcing the completion of the Marathon PGM acquisition. Item 9.01. Financial Statements and Exhibits
(a) Financial statements:
None
(b) Pro forma financial information:
None
(c) Shell company transactions:
None
(d) Exhibits
99.1 Press Release of Stillwater Mining Company dated November 30, 2010
SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. |
