EXHIBIT 99.1
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FOR IMMEDIATE RELEASE: November 20, 2002
CONTACT: Stillwater: James A. Sabala 406-322-8724
Norilsk Nickel: Chris Charlier +7-095-785-00-30
Sergey Polikarpov +7-095-785-10-90
NORILSK NICKEL TO INVEST $341 MILLION IN
STILLWATER MINING IN EXCHANGE FOR MAJORITY INTEREST
COLUMBUS, MONTANA, November 20, 2002 - Stillwater Mining Company (NYSE:SWC)
and MMC Norilsk Nickel jointly announced today, the signing of definitive
agreements whereby Norilsk Nickel will acquire a 51% majority ownership in
Stillwater through the issuance of 45.5 million newly issued shares of
Stillwater common stock in exchange for $100 million cash and approximately
876 thousand ounces of palladium, valued at $241 million based on the November
19, 2002, London PM fix. Under the agreement Norilsk Nickel will also commence
a cash tender offer within 30 days of the closing to acquire additionally up
to 10% of the currently outstanding shares of Stillwater at a price of $7.50
per share if the Stillwater share price is below $7.50 per share during the 15
trading days after closing, which additional share purchase would increase
Norilsk Nickel's ownership in Stillwater to approximately 56%.
The total investment by Norilsk Nickel will be approximately $341 million,
which represents a value of $7.50 for each Stillwater share. Stillwater shares
closed on November 19, 2002 on the New York Stock Exchange at $7.48. After
completion of the transaction Stillwater's total outstanding shares will be
89.1 million common shares.
Stillwater expects to market the palladium received at closing over time,
depending upon market conditions and the ability to place the metal pursuant
to new long-term contracts. In addition Stillwater and Norilsk Nickel will
negotiate an agreement, to be entered into within six months after closing,
whereby Stillwater will purchase at least one million ounces of palladium
annually from Norilsk Nickel for subsequent resale to Stillwater customers
pursuant to long-term marketing contracts.
The Board of Directors of Stillwater has unanimously approved the investment
by Norilsk Nickel. The transaction is subject to a number of conditions,
including the approval of Stillwater shareholders, satisfactory amendment of
Stillwater's $250 million Credit Facility with a syndicate of lenders, the
expiration of the Hart-Scott-Rodino antitrust waiting period and other
customary approvals. Stillwater expects that the cash proceeds from the
transaction will be used, among other things, to reduce bank debt and for
general corporate purposes including the possible expansion of its East
Boulder Mine. The transaction is anticipated to close in the first half of
2003.
Stillwater's Chairman and Chief Executive Officer, Francis R. McAllister said,
"This agreement provides a unique opportunity for a Russian company to partner
with a U.S. company and we firmly believe that the Norilsk Nickel affiliation
will have a positive long-term effect for Stillwater and its shareholders.
Further, the definitive agreements, which contemplate an arrangement whereby
Stillwater will purchase and sell metal produced by Norilsk Nickel, will
improve physical and contractual access to palladium for our customers in this
hemisphere from the world's most important producer. In addition, Norilsk
Nickel contributes much needed capital to permit Stillwater to optimize its
operations, continue to develop the J-M Reef and to again consider its
expansion opportunities. Thus, the arrangement is not only in the best
interest of our shareholders, but the arrangement is also structured to be in
the economic best interest of both companies and our customers. Stillwater's
high quality reserves and operations complement Norilsk Nickel's expertise in
mining, its strong financial position and its market presence such that it
will add long-term value to Stillwater. We are convinced that this arrangement
will enable us to expand the distribution of palladium while increasing
Stillwater's profitability."
Mr. McAllister continued, "The prospective investment by Norilsk Nickel is
welcomed and has been unanimously approved by the Stillwater Board of
Directors. The transaction comes at the culmination of a challenging year for
Stillwater. The combined effects of lower PGM prices during the last year and
the necessity to substantially reduce the Company's production targets have
placed pressures upon Stillwater's capital structure. The Company has sought
to respond to these changes, but liquidity and production issues have forced
us to seek several bank amendments. Further, while the production and labor
issues experienced in the third quarter are largely behind us, production in
the fourth quarter lags our projections. We believe the opportunity to partner
with a strong and knowledgeable participant in the PGM markets is in the best
interest of Stillwater's shareholders and customers."
Mr. McAllister said that the agreements contain provisions requiring a
continuing presence on the Stillwater Board of independent "public directors"
to represent the public shareholders. In addition, the Stillwater Board of
Directors will be composed of a majority of independent directors. Assuming
the full purchase of shares in the tender offer, Norilsk Nickel would own
approximately 56% of Stillwater's outstanding shares. The definitive
agreements provide that Norilsk Nickel would not be able to increase its
ownership above that level without the prior approval of a majority of the
public independent directors.
Chief Executive Officer of MMC Norilsk Nickel, Mr. Prokhorov stated, "The
transaction has been approved by the Board of Directors of Norilsk Nickel. We
are extremely pleased and look forward to a rewarding relationship with
Stillwater. We have enormous respect for Stillwater and its management. This
is our first investment in North America and we intend to make it a success."
Mr. Prokhorov further added, "Having experienced a difficult year for the
palladium market we consider this arrangement as an essential step toward
reestablishing the credibility of that market. Given the extensive mining
resources of Norilsk Nickel and the outstanding customer relations of
Stillwater, this transaction will allow us to increase the reliability and
supply of palladium to the North American market. This transaction alone will
substantially remove the overhang of palladium accumulated by Norilsk Nickel
during 2002 and will immediately secure an increased supply of palladium to
customers. We are confident that this transaction is in the best interest of
our shareholders and customers."
Stillwater's financial advisor is J.P. Morgan Securities Inc. Norilsk Nickel
is advised by UBS Warburg LLC.
Based in Columbus, Montana, Stillwater Mining Company is the only U.S.
producer of palladium and platinum and is the largest primary producer of
platinum group metals outside of South Africa. The Company's shares are traded
on the New York Stock Exchange under the symbol SWC. Incorporated in 1992,
Chevron and Manville each owned 50% of Stillwater. In 1994, the Company
redeemed Chevron's 50% and completed an initial public offering reducing
Manville's ownership to 27%. Subsequently, Manville sold its remaining
ownership to institutional investors. The Company had proven and probable
reserves at year-end 2001 of 25 million ounces of PGMs and has estimated PGM
production of 640,000 ounces in 2002 rising to more than 700,000 ounces in
2004. Total cash costs for the first nine months of 2002 were $279 an ounce.
More information on Stillwater Mining can be found at its Web site:
www.stillwatermining.com.
Norilsk Nickel is one of the world's leading mining companies and is the
world's largest producer of nickel and palladium. Norilsk Nickel is also one
of the leading suppliers of copper, cobalt, gold, platinum and other platinum
group metals to the world markets. In 2001, Norilsk Nickel recorded net profit
of US$469 milion (excluding extraordinary financing gains) on revenues of
US$4,378 million. More information on MMC Norilsk Nickel can be found at its
Web site: www.nornick.ru.
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Stillwater Mining Company will host a conference call at 10:00 am EST,
November 21, 2002. The conference call dial-in number is 888-276-0010 (US) and
612-332-0932 (International). The conference call will be simultaneously Web
cast on the Internet via the Company's Web site at www.stillwatermining.com.
To access the conference call on the Company's Web site go to the Investor
Relations Section under Management Presentations and click on the link to the
conference call. A replay of the conference call will be available on the
Company's Web site or by telephone replay, dial-in number 800-475-6701 (US)
and 320-365-38-44 (International), access code 661943, for a limited time.
MMC Norilsk Nickel will host a conference call at 20:00 Moscow time (12:00
noon EDT, November 21, 2002. The conference call dial-in number is
888-276-0005 (US) and 651-224-7558 (International). To access the presentation
for the conference call on the Company's Web site go to "Presentation" under
"To Shareholders Section" and click on the link to the conference call. A
reply of the conference call will be available by telephone replay, dial-in
number 800- 475-6701(US) and (International), 320-365-3844, access code
661294, for a limited time.
_________________________
This announcement is for information purposes only and is neither an offer to
purchase nor a solicitation of an offer to sell securities of Stillwater. At
the commencement of the tender offer, the tender offer statement will be filed
by Norilsk Nickel and its wholly-owned subsidiary with the Securities and
Exchange Commission (SEC) on Schedule TO, and the solicitation/recommendation
statement will be filed by Stillwater with the SEC on Schedule 14D-9.
Investors and security holders are advised to carefully read these materials
when they become available, as they will contain important information on
deciding whether to tender their shares, as well as on the process for
tendering shares. When available, investors and security holders may obtain
these and other documents filed by Norilsk Nickel and Stillwater free of
charge from either company or from the SEC's web site at http://www.sec.gov.
__________________
Stillwater Mining Company (the "Company") and certain persons may be deemed to
be participants in the solicitation of proxies relating to the proposed
transaction among the Company, MMC Norilsk Nickel and Norimet Limited (the
"Transaction"). The participants in such solicitation may include the
Company's executive officers and directors, none of whom own in excess of 1%
of the Company's common stock. Further information regarding persons who may
be deemed participants will be available in the Company's proxy statement to
be filed with the Securities and Exchange Commission in connection with the
Transaction.
This press release is not a proxy statement. The Company has not yet filed a
proxy statement in connection with the solicitation of proxies relating to the
proposed Transaction. Stockholders of the Company will receive such a
statement and a proxy card in connection with the solicitation. STOCKHOLDERS
OF THE COMPANY ARE ADVISED TO READ THE STATEMENT WHEN IT BECOMES AVAILABLE,
BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Such statement (when available)
and other relevant documents may also be obtained, free of charge, on the
Securities and Exchange Commission's website (http://www.sec.gov) or by
request by contacting James A. Sabala, Vice President and Chief Financial
Officer, Stillwater Mining Company, P.O. Box 1330 536 E. Pike Avenue,
Columbus, MT 59019.
__________________
THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. Some statements
contained in this release are forward-looking and, therefore, involve
uncertainties or risks that could cause actual results to differ materially
from projected results. Such forward-looking statements include comments
regarding achieving production goals, supply and demand and market prices for
palladium and platinum and the potential effect of lower prices. Factors that
could cause actual results to differ materially include price volatility of
palladium and platinum, the operational and financial difficulties of
commencing and sustaining commercial operations at a new mine, risk of cost
overruns, inaccurate forecasts, problems with productivity, unexpected events
during expansion or development, fluctuations in ore grade, tons mined,
crushed or milled, economic and political events affecting supply and demand
for platinum and palladium, ability to access bank or other financing,
economic developments affecting the capital markets, dependence on a few
customers, labor difficulties, inadequate insurance coverage, government
regulations, property title uncertainty, amounts and prices of the Company's
forward metals sales under hedging and supply contracts, complexity of
processing platinum group metals, difficulty of estimating reserves
accurately, geological, technical, mining or processing problems, and
availability and cost of electricity. These and other factors are discussed in
more detail in the Company's filings with the Securities and Exchange
Commission, including the "Risk Factors" contained in the Company's Annual
Report on Form 10-K and Quarterly Reports on Form 10-Q. Descriptions of events
relating to the palladium and platinum markets are not intended to be
complete, and readers are advised to obtain their own information and advice
regarding commodities markets. The Company disclaims any obligation to update
forward-looking statements.
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