Latest news with #Alpayana
Yahoo
02-08-2025
- Business
- Yahoo
Alpayana Completes Privatization of Sierra Metals Inc.
TORONTO, Aug. 1, 2025 /CNW/ - Alpayana S.A.C. ("Alpayana") and Sierra Metals Inc. ("Amalco") announce today that Alpayana has completed the privatization of Sierra Metals Inc. ("Sierra"). The privatization was completed pursuant to the amalgamation (the "Amalgamation") of Sierra and 17199279 Canada Inc. ("Subco"), a wholly-owned subsidiary of Sierra, and related transactions. The amalgamated company resulting from the Amalgamation (being Amalco) has retained the name "Sierra Metals Inc.". The Amalgamation constituted the "subsequent acquisition transaction" contemplated by the offer ("Offer") of Alpayana Canada Ltd. ("Alpayana Canada") to acquire all of the issued and outstanding common shares of Sierra (the "Sierra Shares") that expired on May 23, 2025. Pursuant to the Amalgamation, (i) holders of Sierra Shares ("Sierra Shareholders") (other than Alpayana Canada) received one Series A preferred share of Amalco (each, an "Amalco Preferred Share"); and (ii) Alpayana Canada received one common share of Amalco (each, an "Amalco Common Share"), in each case for each Sierra Share held prior to the Amalgamation. Following completion of the Amalgamation, there are 13,367,340 Amalco Preferred Shares and 202,768,502 Amalco Common Shares issued and outstanding. In accordance with the terms of the Amalco Preferred Shares, Alpayana Canada exercised its right to acquire such shares, and following the completion of the Amalgamation, Alpayana Canada acquired all of the Amalco Preferred Shares (the "Preferred Share Acquisition") for consideration per Amalco Preferred Share of C$1.15 in cash (the "Consideration"), less any applicable withholdings. The Consideration is the same form and same amount of consideration offered to Sierra Shareholders under the Offer. Following completion of the Preferred Share Acquisition, Amalco became a wholly-owned subsidiary of Alpayana Canada. It is expected that the Sierra Shares will be delisted from the Toronto Stock Exchange at the close of trading on August 6, 2025. In addition, Amalco will make an application to the Ontario Securities Commission, as principal regulator, and to the securities regulatory authorities in each of the other provinces in Canada in which it is a reporting issuer (or equivalent) for an order that Amalco cease to be a reporting issuer (or equivalent) under applicable securities laws. Additional information concerning the Amalgamation, including instructions for former Sierra Shareholders to receive the Consideration, is set forth in the notice of annual general and special meeting and information circular of Sierra dated June 23, 2025 available under Sierra's issuer profile on SEDAR+ at The TSX has neither approved nor disapproved of the information contained herein. EARLY WARNING DISCLOSURE The purpose of the Offer was to enable Alpayana to acquire all of the issued and outstanding Sierra Shares. Prior to the Amalgamation and the Preferred Share Acquisition, Alpayana (through Alpayana Canada) held 202,768,502 of the 216,135,842 Sierra Shares outstanding at such time. Following completion of the Amalgamation and the Preferred Share Acquisition, Alpayana Canada holds 202,768,502 of the 202,768,502 outstanding Amalco Common Shares and 13,367,340 of the 13,367,340 outstanding Amalco Preferred Shares. A copy of Alpayana's early warning report to be filed for the privatization can be obtained from Shorecrest Group, the Depositary for the Amalgamation, by telephone at 1-888-637-5789 (North American Toll-Free Number), 647-931-7454 (outside North America) or by email at contact@ Amalco's head office is located at 66 Wellington Street West, TD Bank Tower, Suite 5300, Toronto, Ontario, M5K1E6, Canada. ABOUT ALPAYANA Alpayana Canada is a Canadian wholly-owned subsidiary of Alpayana and was incorporated for the sole purpose of making the offer to purchase all of the issued and outstanding common shares of Sierra. Alpayana is a family-owned private mining company committed to the development and promotion of sustainable and responsible mining. It strives to leave a positive and meaningful legacy by prioritizing the wellbeing of its employees, the communities it impacts and the environment. Alpayana has been operating mines in Peru for over 38 years, has a successful M&A track record, and experience in developing projects with discipline and with a view on long-term intrinsic value. Alpayana has revenues in excess of US$500 million and a robust balance sheet. ABOUT SIERRA METALS INC. Sierra Metals is a Canadian mining company focused on copper production with additional base and precious metals by-product credits at its Yauricocha Mine in Peru and Bolivar Mine in Mexico. Sierra Metals is intent on safely increasing production volume and growing mineral resources. Sierra Metals has recently had several new key discoveries and still has many more exciting brownfield exploration opportunities in Peru and Mexico that are within close proximity to the existing mines. Additionally, Sierra Metals has large land packages at each of its mines with several prospective regional targets providing longer-term exploration upside and mineral resource growth potential. FORWARD-LOOKING INFORMATION CAUTIONARY STATEMENT This news release contains certain forward-looking information (referred to herein as "forward-looking statements"). Forward-looking statements are often, but not always, identified by the use of words such as "anticipate", "believe", "plan", "scheduled", "intend", "objective", "continuous", "ongoing", "estimate", "expect", "may", "will", "project", "should", or similar words suggesting future events, circumstances or outcomes. In particular, this news release contains forward-looking information concerning the anticipated delisting of the Sierra Shares from the Toronto Stock Exchange and the application for an order that Amalco cease to be a reporting issuer in Canada. Forward-looking statements are based upon the opinions and expectations of management of Alpayana and Amalco as at the effective date of such statements. Although Alpayana and Amalco believe the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that those expectations will prove to have been correct. Forward-looking statements are subject to certain risks and uncertainties that could cause actual events or outcomes to differ materially from those anticipated or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, such things as the dynamic nature of the industry in which Alpayana and Amalco operate and new laws and regulations (domestic and foreign). Having regard to the various risk factors, readers should not place undue reliance upon the forward-looking statements contained in this news release and such forward-looking statements should not be interpreted or regarded as guarantees of future outcomes. The forward-looking statements contained in this news release are made as of the date hereof and neither Amalco nor Alpayana undertake any obligation to update or to revise any of the included forward-looking statements, except as required by applicable securities laws in force in Canada. The forward-looking statements contained in this news release are expressly qualified by this cautionary statement. For further information, please visit or contact: Investor RelationsSierra Metals Inc.+1 (866) 721-7437info@ SOURCE Sierra Metals Inc. View original content to download multimedia: Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
National Post
29-07-2025
- Business
- National Post
Sierra Metals Announces Results of 2025 Annual General and Special Meeting Including Approval of the Second-Step Acquisition of Sierra Metals by Alpayana
Article content TORONTO — Sierra Metals Inc. (TSX: SMT | OTCQX: SMTSF | BVL: SMT) (' Sierra Metals ' or the ' Company ') is pleased to announce the voting results from its annual general and special meeting (the ' Meeting ') of holders (' Sierra Shareholders ') of common shares of the Company (the ' Common Shares ') held today at 10:00 a.m. (Toronto time). A total of 205,398,131 Common Shares were represented at the Meeting, being 95.03% of the Company's issued and outstanding Common Shares. Article content Election of Directors Article content At the Meeting, Sierra Shareholders voted in favour of setting the number of directors of the Company at three directors, and the election of Alpayana's nominees, being Fernando Arrieta, José Cúneo and Dustin Perry, to the Company's board of directors (the ' Board '). Article content Second-Step Acquisition Transaction Article content At the Meeting, Sierra Shareholders approved the amalgamation (the ' Amalgamation ') of Sierra Metals and a new wholly-owned subsidiary of the Company, which will be incorporated shortly (' Subco '). The Amalgamation constitutes the 'subsequent acquisition transaction' contemplated by the offer (' Offer ') of Alpayana Canada Ltd. (' Alpayana ') to acquire all of the issued and outstanding Common Shares at an offer price of C$1.15 per Common Share that expired at 5:00 p.m. (Toronto time) on May 23, 2025. Article content The amalgamated company resulting from the Amalgamation will continue to be known as 'Sierra Metals Inc.' (' Amalco '). Upon the completion of the transactions contemplated by the Amalgamation Agreement (as defined below), Amalco will be a wholly-owned subsidiary of Alpayana. Article content The Amalgamation was approved by 99.95% of the votes cast by Sierra Shareholders present in person or represented by proxy at the Meeting. Article content On the terms and subject to the conditions of the amalgamation agreement (the ' Amalgamation Agreement ') to be entered between Sierra Metals, Subco and Alpayana providing for the Amalgamation, upon the completion of the Amalgamation, each Sierra Shareholder (other than Alpayana and any Sierra Shareholder who validly exercised and did not withdraw rights of dissent with respect to the Amalgamation) will receive one Series A preferred share of Amalco (each, an ' Amalco Preferred Share ') in exchange for each Common Share. In accordance with the terms of the Amalco Preferred Shares, each Amalco Preferred Share will be redeemed by Amalco or acquired by Alpayana, as applicable, following the completion of the Amalgamation for consideration of C$1.15 in cash (the ' Consideration '), less any applicable withholdings. The Consideration is the same form and same amount of consideration offered to Sierra Shareholders under the Offer. Article content The completion of the Amalgamation is expected to occur on or around August 1, 2025. It is expected that the Common Shares will be delisted from the Toronto Stock Exchange at the close of business on or around August 6, 2025. Alpayana intends to cause Amalco to file an application to cease to be a reporting issuer under applicable Canadian securities laws as soon as reasonably practicable following the completion of the Amalgamation. Article content How to Receive the Consideration and Additional Information Article content In order to receive the Consideration (less any applicable withholdings), each registered Sierra Shareholder must properly complete and duly execute the letter of transmittal enclosed with the notice of annual general and special meeting and information circular of Sierra Metals dated June 23, 2025 (the ' Circular ') mailed to Sierra Shareholders in connection with the Meeting and deliver the letter of transmittal, together with all other documents and instruments referred to in the letter of transmittal or reasonably requested by Shorecrest Group, in its capacity as depositary for the Amalgamation, including the certificate(s) and/or direct registration system statement(s) representing such Sierra Shareholder's Common Shares, to the depositary at the address specified in the letter of transmittal and otherwise in accordance with the instructions contained therein. Article content A copy of the letter of transmittal is also available under Sierra Metals' profile on SEDAR+ at Sierra Shareholders who hold their Common Shares through an investment advisor, broker, bank, trust company, custodian, nominee or other intermediary must contact such intermediary for instructions and assistance in exchanging their Common Shares and receiving the Consideration. Additional information concerning the Amalgamation and the Amalgamation Agreement is set forth in the Circular filed in connection with the Meeting under Sierra Metals' profile on SEDAR+ at Article content Auditor Transition Article content In connection with the Offer and the Amalgamation, PricewaterhouseCoopers LLP (' PwC ') resigned as the auditor of Sierra Metals. Given the resignation of PwC as auditor effective July 23, 2025, at the Meeting, Sierra Shareholders were asked to consider an amended resolution appointing KPMG LLP as auditor of the Company. At the Meeting, Sierra Shareholders voted in favour of such resolution. Article content Sierra Metals is relying on section 4.11(3)(a) of National Instrument 51-102 – Continuous Disclosure Obligations (' NI 51-102 ') for an exemption from the change of auditor requirements within section 4.11 of NI 51-102. In the opinion of Sierra Metals, no 'reportable event' (as such term is defined in section 4.11 of NI 51-102) has occurred. Article content About Sierra Metals Article content Sierra Metals is a Canadian mining company focused on copper production with additional base and precious metals by-product credits at its Yauricocha Mine in Peru and Bolivar Mine in Mexico. The Company is intent on safely increasing production volume and growing mineral resources. Sierra Metals has recently had several new key discoveries and still has many more exciting brownfield exploration opportunities in Peru and Mexico that are within close proximity to the existing mines. Additionally, the Company has large land packages at each of its mines with several prospective regional targets providing longer-term exploration upside and mineral resource growth potential. Article content Forward-Looking Statements Article content This news release contains 'forward-looking information'. Forward-looking information is not based on historical facts, but rather on current expectations and projections about future events, and is therefore subject to risks and uncertainties that could cause actual results to differ materially from the future results expressed or implied by the forward-looking information. Often, but not always, forward-looking information can be identified by the use of forward-looking words such as 'plans', 'expects', 'intends' or variations of such words, and phrases or statements that certain actions, events or results 'may', 'could', 'should', 'would', 'might' or 'will' be taken, occur or be achieved. Forward-looking information contained in this news release includes, but is not limited to, statements relating to expectations relating to the Amalgamation; the timing and completion of the Amalgamation; the Consideration; and the timing for the delisting of the Common Shares from the Toronto Stock Exchange and Amalco filing an application to cease to be a reporting issuer under applicable Canadian securities laws. Article content Although Sierra Metals believes that the expectations reflected in such forward-looking information are reasonable, such statements involve risks and uncertainties and have been based on information and assumptions that may prove to be inaccurate, and undue reliance should not be placed on such statements. Certain material factors or assumptions are applied in making forward-looking information and such factors and assumptions are based on information currently available to Sierra Metals, and actual results may differ materially from those expressed or implied in such statements. Important factors that could cause actual results, performance or achievements of Sierra Metals or the completion of the Amalgamation to differ materially from any future results, performance or achievements expressed or implied by such forward-looking information. Forward-looking information in this news release is based on the beliefs and opinions of Sierra Metals at the time the information is given, and there should be no expectation that this forward-looking information will be updated or supplemented as a result of new information, estimates or opinions, future events or results or otherwise, and Sierra Metals expressly disclaims any obligation to do so except as required by applicable law. Article content Article content Article content Article content Contacts Article content Investor Relations Article content Article content Article content Article content
Business Wire
29-07-2025
- Business
- Business Wire
Sierra Metals Announces Results of 2025 Annual General and Special Meeting Including Approval of the Second-Step Acquisition of Sierra Metals by Alpayana
TORONTO--(BUSINESS WIRE)-- Sierra Metals Inc. (TSX: SMT | OTCQX: SMTSF | BVL: SMT) (' Sierra Metals ' or the ' Company ') is pleased to announce the voting results from its annual general and special meeting (the ' Meeting ') of holders (' Sierra Shareholders ') of common shares of the Company (the ' Common Shares ') held today at 10:00 a.m. (Toronto time). A total of 205,398,131 Common Shares were represented at the Meeting, being 95.03% of the Company's issued and outstanding Common Shares. Election of Directors At the Meeting, Sierra Shareholders voted in favour of setting the number of directors of the Company at three directors, and the election of Alpayana's nominees, being Fernando Arrieta, José Cúneo and Dustin Perry, to the Company's board of directors (the ' Board '). Second-Step Acquisition Transaction At the Meeting, Sierra Shareholders approved the amalgamation (the ' Amalgamation ') of Sierra Metals and a new wholly-owned subsidiary of the Company, which will be incorporated shortly (' Subco '). The Amalgamation constitutes the 'subsequent acquisition transaction' contemplated by the offer (' Offer ') of Alpayana Canada Ltd. (' Alpayana ') to acquire all of the issued and outstanding Common Shares at an offer price of C$1.15 per Common Share that expired at 5:00 p.m. (Toronto time) on May 23, 2025. The amalgamated company resulting from the Amalgamation will continue to be known as 'Sierra Metals Inc.' (' Amalco '). Upon the completion of the transactions contemplated by the Amalgamation Agreement (as defined below), Amalco will be a wholly-owned subsidiary of Alpayana. The Amalgamation was approved by 99.95% of the votes cast by Sierra Shareholders present in person or represented by proxy at the Meeting. On the terms and subject to the conditions of the amalgamation agreement (the ' Amalgamation Agreement ') to be entered between Sierra Metals, Subco and Alpayana providing for the Amalgamation, upon the completion of the Amalgamation, each Sierra Shareholder (other than Alpayana and any Sierra Shareholder who validly exercised and did not withdraw rights of dissent with respect to the Amalgamation) will receive one Series A preferred share of Amalco (each, an ' Amalco Preferred Share ') in exchange for each Common Share. In accordance with the terms of the Amalco Preferred Shares, each Amalco Preferred Share will be redeemed by Amalco or acquired by Alpayana, as applicable, following the completion of the Amalgamation for consideration of C$1.15 in cash (the ' Consideration '), less any applicable withholdings. The Consideration is the same form and same amount of consideration offered to Sierra Shareholders under the Offer. The completion of the Amalgamation is expected to occur on or around August 1, 2025. It is expected that the Common Shares will be delisted from the Toronto Stock Exchange at the close of business on or around August 6, 2025. Alpayana intends to cause Amalco to file an application to cease to be a reporting issuer under applicable Canadian securities laws as soon as reasonably practicable following the completion of the Amalgamation. How to Receive the Consideration and Additional Information In order to receive the Consideration (less any applicable withholdings), each registered Sierra Shareholder must properly complete and duly execute the letter of transmittal enclosed with the notice of annual general and special meeting and information circular of Sierra Metals dated June 23, 2025 (the ' Circular ') mailed to Sierra Shareholders in connection with the Meeting and deliver the letter of transmittal, together with all other documents and instruments referred to in the letter of transmittal or reasonably requested by Shorecrest Group, in its capacity as depositary for the Amalgamation, including the certificate(s) and/or direct registration system statement(s) representing such Sierra Shareholder's Common Shares, to the depositary at the address specified in the letter of transmittal and otherwise in accordance with the instructions contained therein. A copy of the letter of transmittal is also available under Sierra Metals' profile on SEDAR+ at Sierra Shareholders who hold their Common Shares through an investment advisor, broker, bank, trust company, custodian, nominee or other intermediary must contact such intermediary for instructions and assistance in exchanging their Common Shares and receiving the Consideration. Additional information concerning the Amalgamation and the Amalgamation Agreement is set forth in the Circular filed in connection with the Meeting under Sierra Metals' profile on SEDAR+ at Auditor Transition In connection with the Offer and the Amalgamation, PricewaterhouseCoopers LLP (' PwC ') resigned as the auditor of Sierra Metals. Given the resignation of PwC as auditor effective July 23, 2025, at the Meeting, Sierra Shareholders were asked to consider an amended resolution appointing KPMG LLP as auditor of the Company. At the Meeting, Sierra Shareholders voted in favour of such resolution. Sierra Metals is relying on section 4.11(3)(a) of National Instrument 51-102 – Continuous Disclosure Obligations (' NI 51-102 ') for an exemption from the change of auditor requirements within section 4.11 of NI 51-102. In the opinion of Sierra Metals, no 'reportable event' (as such term is defined in section 4.11 of NI 51-102) has occurred. About Sierra Metals Sierra Metals is a Canadian mining company focused on copper production with additional base and precious metals by-product credits at its Yauricocha Mine in Peru and Bolivar Mine in Mexico. The Company is intent on safely increasing production volume and growing mineral resources. Sierra Metals has recently had several new key discoveries and still has many more exciting brownfield exploration opportunities in Peru and Mexico that are within close proximity to the existing mines. Additionally, the Company has large land packages at each of its mines with several prospective regional targets providing longer-term exploration upside and mineral resource growth potential. For further information regarding Sierra Metals, please visit Forward-Looking Statements This news release contains 'forward-looking information'. Forward-looking information is not based on historical facts, but rather on current expectations and projections about future events, and is therefore subject to risks and uncertainties that could cause actual results to differ materially from the future results expressed or implied by the forward-looking information. Often, but not always, forward-looking information can be identified by the use of forward-looking words such as 'plans', 'expects', 'intends' or variations of such words, and phrases or statements that certain actions, events or results 'may', 'could', 'should', 'would', 'might' or 'will' be taken, occur or be achieved. Forward-looking information contained in this news release includes, but is not limited to, statements relating to expectations relating to the Amalgamation; the timing and completion of the Amalgamation; the Consideration; and the timing for the delisting of the Common Shares from the Toronto Stock Exchange and Amalco filing an application to cease to be a reporting issuer under applicable Canadian securities laws. Although Sierra Metals believes that the expectations reflected in such forward-looking information are reasonable, such statements involve risks and uncertainties and have been based on information and assumptions that may prove to be inaccurate, and undue reliance should not be placed on such statements. Certain material factors or assumptions are applied in making forward-looking information and such factors and assumptions are based on information currently available to Sierra Metals, and actual results may differ materially from those expressed or implied in such statements. Important factors that could cause actual results, performance or achievements of Sierra Metals or the completion of the Amalgamation to differ materially from any future results, performance or achievements expressed or implied by such forward-looking information. Forward-looking information in this news release is based on the beliefs and opinions of Sierra Metals at the time the information is given, and there should be no expectation that this forward-looking information will be updated or supplemented as a result of new information, estimates or opinions, future events or results or otherwise, and Sierra Metals expressly disclaims any obligation to do so except as required by applicable law. Disclaimer This news release is for informational purposes only and does not constitute an offer to buy or sell, or a solicitation of an offer to buy or sell, any securities. The exchange of the Common Shares referred to herein will be made solely pursuant and subject to the terms and conditions set out in the Amalgamation Agreement.
Business Wire
21-07-2025
- Business
- Business Wire
Sierra Metals Responds to Inflammatory and Untrue Statements by Alpayana
TORONTO--(BUSINESS WIRE)-- Sierra Metals Inc. (TSX: SMT | OTCQX: SMTSF | BVL: SMT) (" Sierra Metals" or the " Company") wishes to respond to the unfounded allegations made by Alpayana S.A.C. (" Alpayana") in its July 18, 2025 press release. Alpayana began its pursuit of Sierra Metals on December 16, 2024, by launching a hostile take-over for Sierra Metals at a bid price of CAD $0.85 per common share. The CAD $0.85 bid price was a 10% premium to the prior day closing price, a price that Alpayana knew would never be recommended by the Board of Directors of Sierra Metals (the " Board") or accepted by the Company's shareholders. Alpayana launched its bid without prior engagement with the Board about a possible negotiated transaction. Ultimately, the unattractiveness of its CAD $0.85 bid forced Alpayana to increase its bid price on two occasions, to CAD $1.11 on April 2, 2025 and to CAD $1.15 on May 1, 2025. Even as it increased its bid price, Alpayana refused to meaningfully engage in customary discussions with the Company that would permit Alpayana's acquisition to be completed expeditiously, at lower cost, and with the support of the Board. Alpayana's decision to proceed at every stage on an adversarial basis, and contrary to Canadian capital markets practice, created delay and came at the expense of the business that Alpayana has been seeking to acquire. In Canada, a negotiated public M&A transaction can customarily be completed in three months or less. It has been more than seven months since Alpayana launched its hostile bid, and it still does not own all of the Company's shares or control the Board. The odd transaction structure chosen by Alpayana, together with its aggressive tactics, forced a protracted transaction timeline and caused Sierra Metals to incur greater expenses and divert more of management's attention away from running the business over the seven plus months since the hostile bid was launched. When Alpayana did finally engage with the Board in April 2025, months after Alpayana commenced its bid, Alpayana ended negotiations without disclosing its reasons for doing so. The Board believes that Alpayana's decision to terminate engagement and continue on a hostile basis was contrary to the interests of Sierra Metals and contrary to Alpayana's own interests. As part of the April 2025 engagement, Alpayana was given confidential access to diligence, including employment agreements and details of employee entitlements on a change of control. The information disclosed to Alpayana in April was consistent with the disclosure on pages 59-60 of Sierra Metals' January 13, 2025 directors' circular (the " Directors' Circular"). During the April 2025 discussions, Alejandro Gubbins, Chair of Alpayana, sent a formal letter to the Chair of the Special Committee, demanding that Sierra Metals unilaterally amend existing employment agreements with certain key senior officers of Sierra Metals in order to deprive them of their contractually agreed change of control entitlements. The change of control payments, which are fully and clearly disclosed the Directors' Circular, are customary, both in amounts and triggers, for Canadian-listed public companies. Sierra Metals was unable to unilaterally amend existing employment agreements, nor would the Board agree to take steps to deprive employees of their entitlements on a change of control. After Alpayana ceased discussions about a supported transaction, likely because Alpayana intended to have Sierra Metals dishonour lawful obligations to its employees after it acquired control, the Board became justifiably concerned to protect employee entitlements. On page 16 of the Company's notice of change to directors' circular dated May 5, 2025, the Company disclosed that the Board was considering taking steps to ensure the continuity of Sierra Metals' business operations, and taking measures to safeguard the entitlements of employees in the event of a change of control: To ensure retention of management and the continuity of Sierra's business operations while the revised Offer is pending ... the Board may take steps to ensure the continuity of Sierra's business operations, including, among other things, the acceleration of vesting and the settlement of outstanding RSUs and DSUs, and other measures to safeguard the entitlements of employees in the event of a change of control. As set out above, since January 2025, Alpayana had full knowledge of the customary change of control entitlements owing to Sierra Metals' senior officers as it increased its bid price twice and waived conditions to complete its bid, including waiving conditions relating to the contractually agreed change of control entitlements that are the subject to Alpayana's July 17, 2025 press release. Shortly after the disclosure made as of May 5, 2025, as disclosed in its management information circular dated June 23, 2025, and acting in the best interest of the Company and in accordance with its fiduciary duties, the Board approved separation agreements with its senior management for the dual purposes of ensuring retention for the sake of the smooth operation of the business during the post-change of control period of transition, and to ensure such employees are treated fairly and to safeguard their legal entitlements. Regrettably, Alpayana has chosen to characterize the separation agreements as removing the "double trigger" from the employment agreements. Alpayana did not mention, however, that change of control entitlements are also triggered by the employee resigning for "good reason", not just by termination. Sierra Metals prides itself on operating in accordance with the highest ethical standards, both in respect of its mining operations and also in treating its employees and all of its stakeholders fairly. Sierra Metals believes that Alpayana never intended to honour its employees' contractual change of control entitlements, which are customary and market standard for management of Canadian public companies. As its acquisition of complete control is only days away, Alpayana has chosen to issue a press release that contains misleading and untrue statements, all for no apparent purpose as its acquisition of complete control is by now assured. It is unfortunate, but ultimately to its own account, that Alpayana has taken steps inconsistent with Canadian practice that have prolonged its bid and created unnecessary conflict and uncertainty for Sierra Metals and its employees. The Board remains committed to acting in the best interests of the Company as directors near the end of their service to the Company. About Sierra Metals Sierra Metals is a Canadian mining company focused on copper production with additional base and precious metals by-product credits at its Yauricocha Mine in Peru and Bolivar Mine in Mexico. The Company is intent on safely increasing production volume and growing mineral resources. Sierra Metals has recently had several new key discoveries and still has many more exciting brownfield exploration opportunities in Peru and Mexico that are within close proximity to the existing mines. Additionally, the Company has large land packages at each of its mines with several prospective regional targets providing longer-term exploration upside and mineral resource growth potential. Forward-Looking Statements This news release contains forward-looking information within the meaning of Canadian securities legislation. Forward-looking information relates to future events or the anticipated performance of Sierra Metals and reflect management's expectations or beliefs regarding such future events and anticipated performance based on an assumed set of economic conditions and courses of action. In certain cases, statements that contain forward-looking information can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "believes" 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" or the negative of these words or comparable terminology. By its very nature forward-looking information involves known and unknown risks, uncertainties and other factors that may cause actual performance of Sierra Metals to be materially different from any anticipated performance expressed or implied by such forward-looking information. Forward-looking statements in this news release include, but are not limited to, statements regarding the Company's employment arrangements, transition matters following the change of control of the Company and the business and operations of the Company. Forward-looking information is subject to a variety of risks and uncertainties, which could cause actual events or results to differ from those reflected in the forward-looking information, including, without limitation, the risks described under the heading "Risk Factors" in the Company's annual information form dated March 26, 2025 for its fiscal year ended December 31, 2024 and other risks identified in the Company's filings with Canadian securities regulators, which are available at The risk factors referred to above are not an exhaustive list of the factors that may affect any of the Company's forward-looking information. Forward-looking information includes statements about the future and is inherently uncertain, and the Company's actual achievements or other future events or conditions may differ materially from those reflected in the forward-looking information due to a variety of risks, uncertainties and other factors. The Company's statements containing forward-looking information are based on the beliefs, expectations, and opinions of management on the date the statements are made, and the Company does not assume any obligation to update such forward-looking information if circumstances or management's beliefs, expectations or opinions should change, other than as required by applicable law. For the reasons set forth above, one should not place undue reliance on forward-looking information.
National Post
21-07-2025
- Business
- National Post
Sierra Metals Responds to Inflammatory and Untrue Statements by Alpayana
Article content Alpayana acquired Sierra Metals with full knowledge of the customary change of control entitlements owing to its senior officers, which entitlements (i) were publicly disclosed in Sierra Metals' initial director's circular dated January 13, 2025 on pages 59-60, and (ii) were disclosed in diligence documents shared confidentially with Alpayana in April 2025 prior to its decision to acquire Sierra Metals Article content The change of control entitlements paid to the key senior officers of Sierra Metals (i) are customary and market standard for management of Canadian public companies, and (ii) were necessary to retain senior officers during the extended seven month term of Alpayana's hostile take-over bid to ensure business continuity Article content Article content Alejandro Gubbins, Chair of Alpayana, sent a formal letter to the Chair of the Special Committee in April 2025, demanding that Sierra Metals unilaterally amend existing employment agreements with certain key senior officers of Sierra Metals in order to deprive them of their contractually agreed change of control entitlements Article content TORONTO — Sierra Metals Inc. (TSX: SMT | OTCQX: SMTSF | BVL: SMT) (' Sierra Metals ' or the ' Company ') wishes to respond to the unfounded allegations made by Alpayana S.A.C. (' Alpayana ') in its July 18, 2025 press release. Article content Alpayana began its pursuit of Sierra Metals on December 16, 2024, by launching a hostile take-over for Sierra Metals at a bid price of CAD $0.85 per common share. Article content The CAD $0.85 bid price was a 10% premium to the prior day closing price, a price that Alpayana knew would never be recommended by the Board of Directors of Sierra Metals (the ' Board ') or accepted by the Company's shareholders. Alpayana launched its bid without prior engagement with the Board about a possible negotiated transaction. Article content Ultimately, the unattractiveness of its CAD $0.85 bid forced Alpayana to increase its bid price on two occasions, to CAD $1.11 on April 2, 2025 and to CAD $1.15 on May 1, 2025. Article content Even as it increased its bid price, Alpayana refused to meaningfully engage in customary discussions with the Company that would permit Alpayana's acquisition to be completed expeditiously, at lower cost, and with the support of the Board. Alpayana's decision to proceed at every stage on an adversarial basis, and contrary to Canadian capital markets practice, created delay and came at the expense of the business that Alpayana has been seeking to acquire. Article content In Canada, a negotiated public M&A transaction can customarily be completed in three months or less. It has been more than seven months since Alpayana launched its hostile bid, and it still does not own all of the Company's shares or control the Board. Article content The odd transaction structure chosen by Alpayana, together with its aggressive tactics, forced a protracted transaction timeline and caused Sierra Metals to incur greater expenses and divert more of management's attention away from running the business over the seven plus months since the hostile bid was launched. Article content When Alpayana did finally engage with the Board in April 2025, months after Alpayana commenced its bid, Alpayana ended negotiations without disclosing its reasons for doing so. The Board believes that Alpayana's decision to terminate engagement and continue on a hostile basis was contrary to the interests of Sierra Metals and contrary to Alpayana's own interests. Article content As part of the April 2025 engagement, Alpayana was given confidential access to diligence, including employment agreements and details of employee entitlements on a change of control. The information disclosed to Alpayana in April was consistent with the disclosure on pages 59-60 of Sierra Metals' January 13, 2025 directors' circular (the ' Directors' Circular '). Article content During the April 2025 discussions, Alejandro Gubbins, Chair of Alpayana, sent a formal letter to the Chair of the Special Committee, demanding that Sierra Metals unilaterally amend existing employment agreements with certain key senior officers of Sierra Metals in order to deprive them of their contractually agreed change of control entitlements. Article content The change of control payments, which are fully and clearly disclosed the Directors' Circular, are customary, both in amounts and triggers, for Canadian-listed public companies. Sierra Metals was unable to unilaterally amend existing employment agreements, nor would the Board agree to take steps to deprive employees of their entitlements on a change of control. Article content After Alpayana ceased discussions about a supported transaction, likely because Alpayana intended to have Sierra Metals dishonour lawful obligations to its employees after it acquired control, the Board became justifiably concerned to protect employee entitlements. On page 16 of the Company's notice of change to directors' circular dated May 5, 2025, the Company disclosed that the Board was considering taking steps to ensure the continuity of Sierra Metals' business operations, and taking measures to safeguard the entitlements of employees in the event of a change of control: Article content To ensure retention of management and the continuity of Sierra's business operations while the revised Offer is pending … the Board may take steps to ensure the continuity of Sierra's business operations, including, among other things, the acceleration of vesting and the settlement of outstanding RSUs and DSUs, and other measures to safeguard the entitlements of employees in the event of a change of control. Article content As set out above, since January 2025, Alpayana had full knowledge of the customary change of control entitlements owing to Sierra Metals' senior officers as it increased its bid price twice and waived conditions to complete its bid, including waiving conditions relating to the contractually agreed change of control entitlements that are the subject to Alpayana's July 17, 2025 press release. Article content Shortly after the disclosure made as of May 5, 2025, as disclosed in its management information circular dated June 23, 2025, and acting in the best interest of the Company and in accordance with its fiduciary duties, the Board approved separation agreements with its senior management for the dual purposes of ensuring retention for the sake of the smooth operation of the business during the post-change of control period of transition, and to ensure such employees are treated fairly and to safeguard their legal entitlements. Article content Regrettably, Alpayana has chosen to characterize the separation agreements as removing the 'double trigger' from the employment agreements. Alpayana did not mention, however, that change of control entitlements are also triggered by the employee resigning for 'good reason', not just by termination. Article content Sierra Metals prides itself on operating in accordance with the highest ethical standards, both in respect of its mining operations and also in treating its employees and all of its stakeholders fairly. Sierra Metals believes that Alpayana never intended to honour its employees' contractual change of control entitlements, which are customary and market standard for management of Canadian public companies. Article content As its acquisition of complete control is only days away, Alpayana has chosen to issue a press release that contains misleading and untrue statements, all for no apparent purpose as its acquisition of complete control is by now assured. It is unfortunate, but ultimately to its own account, that Alpayana has taken steps inconsistent with Canadian practice that have prolonged its bid and created unnecessary conflict and uncertainty for Sierra Metals and its employees. The Board remains committed to acting in the best interests of the Company as directors near the end of their service to the Company. Article content About Sierra Metals Article content Sierra Metals is a Canadian mining company focused on copper production with additional base and precious metals by-product credits at its Yauricocha Mine in Peru and Bolivar Mine in Mexico. The Company is intent on safely increasing production volume and growing mineral resources. Sierra Metals has recently had several new key discoveries and still has many more exciting brownfield exploration opportunities in Peru and Mexico that are within close proximity to the existing mines. Additionally, the Company has large land packages at each of its mines with several prospective regional targets providing longer-term exploration upside and mineral resource growth potential. Article content Forward-Looking Statements Article content This news release contains forward-looking information within the meaning of Canadian securities legislation. Forward-looking information relates to future events or the anticipated performance of Sierra Metals and reflect management's expectations or beliefs regarding such future events and anticipated performance based on an assumed set of economic conditions and courses of action. In certain cases, statements that contain forward-looking information can be identified by the use of words such as 'plans', 'expects', 'is expected', 'budget', 'scheduled', 'estimates', 'forecasts', 'intends', 'anticipates', 'believes' 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' or the negative of these words or comparable terminology. By its very nature forward-looking information involves known and unknown risks, uncertainties and other factors that may cause actual performance of Sierra Metals to be materially different from any anticipated performance expressed or implied by such forward-looking information. Forward-looking statements in this news release include, but are not limited to, statements regarding the Company's employment arrangements, transition matters following the change of control of the Company and the business and operations of the Company. Article content Forward-looking information is subject to a variety of risks and uncertainties, which could cause actual events or results to differ from those reflected in the forward-looking information, including, without limitation, the risks described under the heading 'Risk Factors' in the Company's annual information form dated March 26, 2025 for its fiscal year ended December 31, 2024 and other risks identified in the Company's filings with Canadian securities regulators, which are available at Article content The risk factors referred to above are not an exhaustive list of the factors that may affect any of the Company's forward-looking information. Forward-looking information includes statements about the future and is inherently uncertain, and the Company's actual achievements or other future events or conditions may differ materially from those reflected in the forward-looking information due to a variety of risks, uncertainties and other factors. The Company's statements containing forward-looking information are based on the beliefs, expectations, and opinions of management on the date the statements are made, and the Company does not assume any obligation to update such forward-looking information if circumstances or management's beliefs, expectations or opinions should change, other than as required by applicable law. For the reasons set forth above, one should not place undue reliance on forward-looking information. Article content Article content Article content
