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Exhibit 99(a)(5)(i)
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
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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
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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
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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
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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.
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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.
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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.
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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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