Latest news with #AlpayanaCanada
Cision Canada
26-05-2025
- Business
- Cision Canada
Alpayana Announces Final Take-Up of Sierra Shares and Expiry of Offer
LIMA, Peru, May 26, 2025 /CNW/ - Alpayana S.A.C. (" Alpayana") is pleased to announce today that an additional 15,450,178 common shares (the " Sierra Shares") of Sierra Metals Inc. (" Sierra") were validly tendered (and not withdrawn) under its all-cash offer (the " Offer") to purchase all of the issued and outstanding Sierra Shares for C$1.15 in cash per share as of the expiry of the extended deposit period for the Offer at 5:00 p.m. (Toronto time) on May 23, 2025. The Offer has now expired. These recently deposited Sierra Shares represent approximately 7.15% of the issued and outstanding Sierra Shares. In accordance with the terms of the Offer, Alpayana's wholly-owned Canadian subsidiary (" Alpayana Canada" or the " Offeror"), will immediately take-up the additional 15,450,178 Sierra Shares that have been tendered to the Offer (the " Final Take-Up") and Alpayana will pay for such Sierra Shares as soon as possible. Alpayana previously acquired 187,318,324 Sierra Shares under the Offer, representing approximately 86.67% of the total number of outstanding Sierra Shares, and, after giving effect to the Final Take-Up, Alpayana will own an aggregate of 202,768,502 Sierra Shares, representing 93.82% of the issued and outstanding Sierra Shares. Alpayana Canada intends to pursue a subsequent acquisition transaction to complete the privatization of Sierra and acquire all Sierra Shares not acquired pursuant to the Offer. Alpayana intends to requisition a meeting of Sierra shareholders as soon as possible for the purpose of, among other things, seeking shareholder approval of such subsequent acquisition transaction. Following the completion of such subsequent acquisition transaction, Alpayana Canada intends to cause Sierra to apply to the Toronto Stock Exchange (the " TSX") to delist the Sierra Shares from the TSX and, if permitted by applicable law, cause Sierra to cease to be a reporting issuer (or equivalent) under applicable Canadian securities laws. In accordance with Peruvian securities laws, Alpayana will also launch a local public tender for the number of issued and outstanding shares of Sociedad Minera Corona S.A. that are required to be acquired under Peruvian securities laws, at the price to be established in accordance with such regulations. EARLY WARNING DISCLOSURE The purpose of the Offer is to enable Alpayana acquire all of the issued and outstanding Sierra Shares (of which it currently holds 187,318,324 Sierra Shares, and following completion of the Final Take-Up it will hold 202,768,502 Sierra Shares). A copy of Alpayana's early warning report to be filed for the Final Take-Up of Sierra Shares can be obtained from Shorecrest Group, the Depositary and Information Agent for the Offer, by telephone at 1-888-637-5789 (North American Toll-Free Number), 647-931-7454 (outside North America) or by email at [email protected]. Sierra's head office is located at 200 Bay Street, Suite 2800, Toronto, Ontario, M5J 2J3, Canada. ABOUT ALPAYANA Alpayana Canada is a Canadian wholly-owned subsidiary of Alpayana and was incorporated for the sole purpose of making the Offer. 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. Alpayana has retained LXG Capital as exclusive financial advisor and McCarthy Tétrault, Estudio Rebaza, Alcázar & De las Casas, and Creel, García- Cuéllar, Aiza y Enriquez Abogados as legal counsel to this transaction. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION This document contains "forward-looking statements" (as defined under applicable securities laws). These statements relate to future events and reflect Alpayana Canada's and Alpayana's expectations, beliefs, plans, estimates, intentions, and similar statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts. Forward-looking statements include, but are not limited to, statements regarding Alpayana's intentions with respect to the take-up of Sierra Shares, any subsequent acquisition transaction, requisitioning a meeting of Sierra shareholders, the delisting of Sierra Shares from the TSX and Sierra ceasing to be a reporting issuer. Such forward-looking statements reflect Alpayana Canada and Alpayana's current beliefs and are based on information currently available. In some cases, forward-looking statements can be identified by terminology such as "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential", "continue", "target", "intend", "could" or the negative of these terms or other comparable terminology. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and a number of factors could cause actual events or results to differ materially from the results discussed in the forward-looking statements. In evaluating these statements, readers should specifically consider various factors that may cause actual results to differ materially from any forward-looking statement. These factors include, but are not limited to, market and general economic conditions (including slowing economic growth, inflation and rising interest rates) and the dynamic nature of the industry in which Alpayana operates. Although the forward-looking information contained in this document is based upon what Alpayana Canada and Alpayana believe are reasonable assumptions, there can be no assurance that actual results will be consistent with these forward-looking statements. The forward-looking statements contained in this document are made as of the date of this document and should not be relied upon as representing views as of any date subsequent to the date of this document. Except as may be required by applicable law, Alpayana Canada and Alpayana do not undertake, and specifically disclaim, any obligation to update or revise any forward-looking information, whether as a result of new information, further developments or otherwise.
Yahoo
26-05-2025
- Business
- Yahoo
Alpayana Announces Final Take-Up of Sierra Shares and Expiry of Offer
LIMA, Peru, May 26, 2025 /CNW/ - Alpayana S.A.C. ("Alpayana") is pleased to announce today that an additional 15,450,178 common shares (the "Sierra Shares") of Sierra Metals Inc. ("Sierra") were validly tendered (and not withdrawn) under its all-cash offer (the "Offer") to purchase all of the issued and outstanding Sierra Shares for C$1.15 in cash per share as of the expiry of the extended deposit period for the Offer at 5:00 p.m. (Toronto time) on May 23, 2025. The Offer has now expired. These recently deposited Sierra Shares represent approximately 7.15% of the issued and outstanding Sierra Shares. In accordance with the terms of the Offer, Alpayana's wholly-owned Canadian subsidiary ("Alpayana Canada" or the "Offeror"), will immediately take-up the additional 15,450,178 Sierra Shares that have been tendered to the Offer (the "Final Take-Up") and Alpayana will pay for such Sierra Shares as soon as possible. Alpayana previously acquired 187,318,324 Sierra Shares under the Offer, representing approximately 86.67% of the total number of outstanding Sierra Shares, and, after giving effect to the Final Take-Up, Alpayana will own an aggregate of 202,768,502 Sierra Shares, representing 93.82% of the issued and outstanding Sierra Shares. Alpayana Canada intends to pursue a subsequent acquisition transaction to complete the privatization of Sierra and acquire all Sierra Shares not acquired pursuant to the Offer. Alpayana intends to requisition a meeting of Sierra shareholders as soon as possible for the purpose of, among other things, seeking shareholder approval of such subsequent acquisition transaction. Following the completion of such subsequent acquisition transaction, Alpayana Canada intends to cause Sierra to apply to the Toronto Stock Exchange (the "TSX") to delist the Sierra Shares from the TSX and, if permitted by applicable law, cause Sierra to cease to be a reporting issuer (or equivalent) under applicable Canadian securities laws. In accordance with Peruvian securities laws, Alpayana will also launch a local public tender for the number of issued and outstanding shares of Sociedad Minera Corona S.A. that are required to be acquired under Peruvian securities laws, at the price to be established in accordance with such regulations. EARLY WARNING DISCLOSURE The purpose of the Offer is to enable Alpayana acquire all of the issued and outstanding Sierra Shares (of which it currently holds 187,318,324 Sierra Shares, and following completion of the Final Take-Up it will hold 202,768,502 Sierra Shares). A copy of Alpayana's early warning report to be filed for the Final Take-Up of Sierra Shares can be obtained from Shorecrest Group, the Depositary and Information Agent for the Offer, by telephone at 1-888-637-5789 (North American Toll-Free Number), 647-931-7454 (outside North America) or by email at contact@ Sierra's head office is located at 200 Bay Street, Suite 2800, Toronto, Ontario, M5J 2J3, Canada. ABOUT ALPAYANA Alpayana Canada is a Canadian wholly-owned subsidiary of Alpayana and was incorporated for the sole purpose of making the Offer. 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. Alpayana has retained LXG Capital as exclusive financial advisor and McCarthy Tétrault, Estudio Rebaza, Alcázar & De las Casas, and Creel, García- Cuéllar, Aiza y Enriquez Abogados as legal counsel to this transaction. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION This document contains "forward-looking statements" (as defined under applicable securities laws). These statements relate to future events and reflect Alpayana Canada's and Alpayana's expectations, beliefs, plans, estimates, intentions, and similar statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts. Forward-looking statements include, but are not limited to, statements regarding Alpayana's intentions with respect to the take-up of Sierra Shares, any subsequent acquisition transaction, requisitioning a meeting of Sierra shareholders, the delisting of Sierra Shares from the TSX and Sierra ceasing to be a reporting issuer. Such forward-looking statements reflect Alpayana Canada and Alpayana's current beliefs and are based on information currently available. In some cases, forward-looking statements can be identified by terminology such as "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential", "continue", "target", "intend", "could" or the negative of these terms or other comparable terminology. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and a number of factors could cause actual events or results to differ materially from the results discussed in the forward-looking statements. In evaluating these statements, readers should specifically consider various factors that may cause actual results to differ materially from any forward-looking statement. These factors include, but are not limited to, market and general economic conditions (including slowing economic growth, inflation and rising interest rates) and the dynamic nature of the industry in which Alpayana operates. Although the forward-looking information contained in this document is based upon what Alpayana Canada and Alpayana believe are reasonable assumptions, there can be no assurance that actual results will be consistent with these forward-looking statements. The forward-looking statements contained in this document are made as of the date of this document and should not be relied upon as representing views as of any date subsequent to the date of this document. Except as may be required by applicable law, Alpayana Canada and Alpayana do not undertake, and specifically disclaim, any obligation to update or revise any forward-looking information, whether as a result of new information, further developments or otherwise. SOURCE Alpayana S.A.C. View original content:
Cision Canada
19-05-2025
- Business
- Cision Canada
Alpayana Announces Further Take-Up of Sierra Shares
LIMA, Peru, May 19, 2025 /CNW/ - Alpayana S.A.C. (" Alpayana") is pleased to announce today that an additional 34,413,923 common shares (the " Sierra Shares") of Sierra Metals Inc. (" Sierra") were validly tendered (and not withdrawn) under its all-cash offer (the " Offer") to purchase all of the issued and outstanding Sierra Shares for C$1.15 in cash per share, after the expiration of the initial deposit period for the Offer (at 5:00 p.m. (Toronto time) on May 12, 2025 (the " Initial Expiry Time")) and prior to today. These recently deposited Sierra Shares represent approximately 15.92% of the issued and outstanding Sierra Shares. In accordance with the terms of the Offer, Alpayana's wholly-owned Canadian subsidiary (" Alpayana Canada" or the " Offeror"), will immediately take-up the additional 34,413,923 Sierra Shares that have been tendered since the Initial Expiry Time (the " Subsequent Take-Up") and Alpayana will pay for such Sierra Shares as soon as possible. Alpayana previously acquired 152,904,401 Sierra Shares under the Offer, representing approximately 70.74% of the total number of outstanding Sierra Shares, and, after giving effect to the Subsequent Take-Up, Alpayana will own an aggregate of 187,318,324 Sierra Shares, representing 86.67% of the issued and outstanding Sierra Shares. As required by applicable Canadian securities laws, Alpayana previously extended the expiry time of the Offer by a mandatory period of 10 days to 5:00 p.m. (Toronto time) on May 23, 2025 (the " Expiry Time") in order to allow the remaining minority shareholders to tender their Sierra Shares to the Offer. No further extensions are contemplated at this time. All shareholders are encouraged to tender their shares to the Offer as soon as possible prior to the Expiry Time. Sierra shareholders who tender their Sierra Shares prior to the Expiry Time will receive the same consideration per Sierra Share to be received by shareholders whose Sierra Shares were deposited and not withdrawn under the Offer prior to the Initial Expiry Time. Any Sierra Shares tendered to the Offer on or after May 19, 2025 will be taken-up immediately following the Expiry Time and Alpayana will pay for such Sierra Shares as soon as possible following take-up. NEXT STEPS Following the Expiry Time, Alpayana Canada intends to pursue a subsequent acquisition transaction to complete the privatization of Sierra and acquire all Sierra Shares not acquired pursuant to the Offer. In accordance with Peruvian securities laws, Alpayana will also launch a local public tender for the number of issued and outstanding shares of Corona that are required to be acquired under Peruvian securities laws, at the price to be established in accordance with such regulations. Remaining shareholders are encouraged to tender their Sierra Shares to the Offer prior to the Expiry Time so that they may promptly receive the offer price of C$1.15 in cash per Sierra Share and not wait until the privatization of Sierra is completed. Shareholders who hold their Sierra Shares through a financial intermediary or broker should be aware that their intermediary may have an earlier deadline to tender. It is recommended that you contact your intermediary promptly in advance of the Expiry Time if you wish to tender Sierra Shares to the Offer. If the privatization of Sierra cannot be completed, remaining shareholders will hold a minority position in a company with limited liquidity. ADDITIONAL OFFER DETAILS Alpayana encourages Sierra shareholders to read the full details of the Offer and other important information set forth in the offer to purchase and take-over bid circular dated December 30, 2024, which should be read in conjunction with the first notice of variation and extension dated April 2, 2025, the joint press release of Sierra and Alpayana dated April 23, 2025, the second notice of variation and extension dated May 1, 2025, the third notice of extension dated May 12, 2025 and the related offer documents. These materials, which contain information on how to tender to the Offer, are available on SEDAR+ under Sierra's profile at and on Shareholders should consult their own tax advisors having regard to their own particular circumstances to determine the particular tax consequences to them of a disposition of Sierra Shares pursuant to the Offer, a compulsory acquisition or subsequent acquisition transaction. SHAREHOLDER QUESTIONS AND HOW TO TENDER The Offer is open for acceptance until 5:00 p.m. (Toronto time) on May 23, 2025; however, financial intermediaries may have an earlier deadline to tender. It is recommended that you contact your intermediary promptly in advance of the Expiry Time if you wish to tender Sierra Shares to the Offer. All shareholders who have not yet tendered their Sierra Shares are urged to do so today. Shareholders who have questions or require assistance in tendering their Sierra Shares to the Offer may contact Shorecrest Group, the Depositary and Information Agent for the Offer, by telephone at 1-888-637-5789 (North American Toll-Free Number), 647-931-7454 (outside North America) or by email at [email protected]. Additional information can also be found at EARLY WARNING DISCLOSURE The purpose of the Offer is to enable Alpayana acquire all of the issued and outstanding Sierra Shares (of which it currently holds 152,904,401 Sierra Shares, and following completion of the Subsequent Take-Up it will hold 187,318,324 Sierra Shares). A copy of Alpayana's early warning report to be filed for the Subsequent Take-Up of Sierra Shares can be obtained from Shorecrest Group, the Depositary and Information Agent for the Offer, by telephone at 1-888-637-5789 (North American Toll-Free Number), 647-931-7454 (outside North America) or by email at [email protected]. Alpayana will file an early warning report, as required by applicable securities laws, for any additional take-up of Sierra Shares. Sierra's head office is located at 200 Bay Street, Suite 2800, Toronto, Ontario, M5J 2J3, Canada. ABOUT ALPAYANA Alpayana Canada is a Canadian wholly-owned subsidiary of Alpayana and was incorporated for the sole purpose of making the Offer. 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. Alpayana has retained LXG Capital as exclusive financial advisor and McCarthy Tétrault, Estudio Rebaza, Alcázar & De las Casas, and Creel, García- Cuéllar, Aiza y Enriquez Abogados as legal counsel to this transaction. DISCLAIMERS 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 Offer was made solely by, and subject to the terms and conditions set out in, the formal Offer to Purchase and Circular (as amended), letter of transmittal and notice of guaranteed delivery. The Offer was not made to, nor will deposits be accepted from or on behalf of, shareholders in any jurisdiction in which the making or acceptance of the Offer would not be in compliance with the laws of such jurisdiction. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION This document contains "forward-looking statements" (as defined under applicable securities laws). These statements relate to future events and reflect Alpayana Canada's and Alpayana's expectations, beliefs, plans, estimates, intentions, and similar statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts. Forward-looking statements include, but are not limited to, statements regarding Alpayana's intentions with respect to the take-up of Sierra Shares, any further extensions of the Expiry Time and any subsequent acquisition transaction. Such forward-looking statements reflect Alpayana Canada and Alpayana's current beliefs and are based on information currently available. In some cases, forward-looking statements can be identified by terminology such as "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential", "continue", "target", "intend", "could" or the negative of these terms or other comparable terminology. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and a number of factors could cause actual events or results to differ materially from the results discussed in the forward-looking statements. In evaluating these statements, readers should specifically consider various factors that may cause actual results to differ materially from any forward-looking statement. These factors include, but are not limited to, market and general economic conditions (including slowing economic growth, inflation and rising interest rates) and the dynamic nature of the industry in which Alpayana operates. Although the forward-looking information contained in this document is based upon what Alpayana Canada and Alpayana believe are reasonable assumptions, there can be no assurance that actual results will be consistent with these forward-looking statements. The forward-looking statements contained in this document are made as of the date of this document and should not be relied upon as representing views as of any date subsequent to the date of this document. Except as may be required by applicable law, Alpayana Canada and Alpayana do not undertake, and specifically disclaim, any obligation to update or revise any forward-looking information, whether as a result of new information, further developments or otherwise.
Yahoo
19-05-2025
- Business
- Yahoo
Alpayana Announces Further Take-Up of Sierra Shares
LIMA, Peru, May 19, 2025 /CNW/ - Alpayana S.A.C. ("Alpayana") is pleased to announce today that an additional 34,413,923 common shares (the "Sierra Shares") of Sierra Metals Inc. ("Sierra") were validly tendered (and not withdrawn) under its all-cash offer (the "Offer") to purchase all of the issued and outstanding Sierra Shares for C$1.15 in cash per share, after the expiration of the initial deposit period for the Offer (at 5:00 p.m. (Toronto time) on May 12, 2025 (the "Initial Expiry Time")) and prior to today. These recently deposited Sierra Shares represent approximately 15.92% of the issued and outstanding Sierra Shares. In accordance with the terms of the Offer, Alpayana's wholly-owned Canadian subsidiary ("Alpayana Canada" or the "Offeror"), will immediately take-up the additional 34,413,923 Sierra Shares that have been tendered since the Initial Expiry Time (the "Subsequent Take-Up") and Alpayana will pay for such Sierra Shares as soon as possible. Alpayana previously acquired 152,904,401 Sierra Shares under the Offer, representing approximately 70.74% of the total number of outstanding Sierra Shares, and, after giving effect to the Subsequent Take-Up, Alpayana will own an aggregate of 187,318,324 Sierra Shares, representing 86.67% of the issued and outstanding Sierra Shares. As required by applicable Canadian securities laws, Alpayana previously extended the expiry time of the Offer by a mandatory period of 10 days to 5:00 p.m. (Toronto time) on May 23, 2025 (the "Expiry Time") in order to allow the remaining minority shareholders to tender their Sierra Shares to the Offer. No further extensions are contemplated at this time. All shareholders are encouraged to tender their shares to the Offer as soon as possible prior to the Expiry Time. Sierra shareholders who tender their Sierra Shares prior to the Expiry Time will receive the same consideration per Sierra Share to be received by shareholders whose Sierra Shares were deposited and not withdrawn under the Offer prior to the Initial Expiry Time. Any Sierra Shares tendered to the Offer on or after May 19, 2025 will be taken-up immediately following the Expiry Time and Alpayana will pay for such Sierra Shares as soon as possible following take-up. NEXT STEPS Following the Expiry Time, Alpayana Canada intends to pursue a subsequent acquisition transaction to complete the privatization of Sierra and acquire all Sierra Shares not acquired pursuant to the Offer. In accordance with Peruvian securities laws, Alpayana will also launch a local public tender for the number of issued and outstanding shares of Corona that are required to be acquired under Peruvian securities laws, at the price to be established in accordance with such regulations. Remaining shareholders are encouraged to tender their Sierra Shares to the Offer prior to the Expiry Time so that they may promptly receive the offer price of C$1.15 in cash per Sierra Share and not wait until the privatization of Sierra is completed. Shareholders who hold their Sierra Shares through a financial intermediary or broker should be aware that their intermediary may have an earlier deadline to tender. It is recommended that you contact your intermediary promptly in advance of the Expiry Time if you wish to tender Sierra Shares to the Offer. If the privatization of Sierra cannot be completed, remaining shareholders will hold a minority position in a company with limited liquidity. ADDITIONAL OFFER DETAILS Alpayana encourages Sierra shareholders to read the full details of the Offer and other important information set forth in the offer to purchase and take-over bid circular dated December 30, 2024, which should be read in conjunction with the first notice of variation and extension dated April 2, 2025, the joint press release of Sierra and Alpayana dated April 23, 2025, the second notice of variation and extension dated May 1, 2025, the third notice of extension dated May 12, 2025 and the related offer documents. These materials, which contain information on how to tender to the Offer, are available on SEDAR+ under Sierra's profile at and on Shareholders should consult their own tax advisors having regard to their own particular circumstances to determine the particular tax consequences to them of a disposition of Sierra Shares pursuant to the Offer, a compulsory acquisition or subsequent acquisition transaction. SHAREHOLDER QUESTIONS AND HOW TO TENDER The Offer is open for acceptance until 5:00 p.m. (Toronto time) on May 23, 2025; however, financial intermediaries may have an earlier deadline to tender. It is recommended that you contact your intermediary promptly in advance of the Expiry Time if you wish to tender Sierra Shares to the Offer. All shareholders who have not yet tendered their Sierra Shares are urged to do so today. Shareholders who have questions or require assistance in tendering their Sierra Shares to the Offer may contact Shorecrest Group, the Depositary and Information Agent for the Offer, by telephone at 1-888-637-5789 (North American Toll-Free Number), 647-931-7454 (outside North America) or by email at contact@ Additional information can also be found at EARLY WARNING DISCLOSURE The purpose of the Offer is to enable Alpayana acquire all of the issued and outstanding Sierra Shares (of which it currently holds 152,904,401 Sierra Shares, and following completion of the Subsequent Take-Up it will hold 187,318,324 Sierra Shares). A copy of Alpayana's early warning report to be filed for the Subsequent Take-Up of Sierra Shares can be obtained from Shorecrest Group, the Depositary and Information Agent for the Offer, by telephone at 1-888-637-5789 (North American Toll-Free Number), 647-931-7454 (outside North America) or by email at contact@ Alpayana will file an early warning report, as required by applicable securities laws, for any additional take-up of Sierra Shares. Sierra's head office is located at 200 Bay Street, Suite 2800, Toronto, Ontario, M5J 2J3, Canada. ABOUT ALPAYANA Alpayana Canada is a Canadian wholly-owned subsidiary of Alpayana and was incorporated for the sole purpose of making the Offer. 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. Alpayana has retained LXG Capital as exclusive financial advisor and McCarthy Tétrault, Estudio Rebaza, Alcázar & De las Casas, and Creel, García- Cuéllar, Aiza y Enriquez Abogados as legal counsel to this transaction. DISCLAIMERS 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 Offer was made solely by, and subject to the terms and conditions set out in, the formal Offer to Purchase and Circular (as amended), letter of transmittal and notice of guaranteed delivery. The Offer was not made to, nor will deposits be accepted from or on behalf of, shareholders in any jurisdiction in which the making or acceptance of the Offer would not be in compliance with the laws of such jurisdiction. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION This document contains "forward-looking statements" (as defined under applicable securities laws). These statements relate to future events and reflect Alpayana Canada's and Alpayana's expectations, beliefs, plans, estimates, intentions, and similar statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts. Forward-looking statements include, but are not limited to, statements regarding Alpayana's intentions with respect to the take-up of Sierra Shares, any further extensions of the Expiry Time and any subsequent acquisition transaction. Such forward-looking statements reflect Alpayana Canada and Alpayana's current beliefs and are based on information currently available. In some cases, forward-looking statements can be identified by terminology such as "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential", "continue", "target", "intend", "could" or the negative of these terms or other comparable terminology. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and a number of factors could cause actual events or results to differ materially from the results discussed in the forward-looking statements. In evaluating these statements, readers should specifically consider various factors that may cause actual results to differ materially from any forward-looking statement. These factors include, but are not limited to, market and general economic conditions (including slowing economic growth, inflation and rising interest rates) and the dynamic nature of the industry in which Alpayana operates. Although the forward-looking information contained in this document is based upon what Alpayana Canada and Alpayana believe are reasonable assumptions, there can be no assurance that actual results will be consistent with these forward-looking statements. The forward-looking statements contained in this document are made as of the date of this document and should not be relied upon as representing views as of any date subsequent to the date of this document. Except as may be required by applicable law, Alpayana Canada and Alpayana do not undertake, and specifically disclaim, any obligation to update or revise any forward-looking information, whether as a result of new information, further developments or otherwise. SOURCE Alpayana S.A.C. 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Business Wire
23-04-2025
- Business
- Business Wire
Sierra Metals and Alpayana Reach Agreement in Principle for CDN $1.15 All-Cash Supported Take-Over Bid and Extends Offer
TORONTO--(BUSINESS WIRE)-- Sierra Metals Inc. (TSX: SMT | OTCQX: SMTSF | BVL: SMT) (" Sierra Metals" or the " Company"), Alpayana S.A.C. (" Alpayana") and Alpayana Canada Ltd. ("") jointly announce that they have reached an agreement in principle for an all-cash, board supported take-over bid under which Alpayana Canada will make an offer to acquire all of the common shares of the Company (" Common Shares") for cash consideration of CDN $1.15 per Common Share (the " Supported Bid"). The parties expect to enter into a support agreement for the Supported Bid (the " Support Agreement") as soon as reasonably practicable, but in any event, by April 30, 2025. The Support Agreement is expected to contain customary terms for the Supported Bid, including the existing conditions of Alpayana's take-over bid offer. The Supported Bid has the unanimous support of the Board of Directors and the Special Committee of independent directors of Sierra Metals and the Board of Directors will unanimously recommend that the shareholders of Sierra Metals tender their shares to the Supported Bid. Sierra Metals' financial advisor, BMO Capital Markets, has provided an oral fairness opinion to the Sierra Board that, as of April 22, 2025 and subject to the assumptions, limitations and qualifications on which such opinion is based, the consideration to be received under the Supported Bid is fair, from a financial point of view to the Shareholders of Sierra Metals. Following the execution of the Support Agreement, the Sierra Board will issue an amended Directors' Circular in connection with the Supported Bid setting forth the details of its recommendation and certain related matters. Alpayana will issue a Notice of Variation in connection with the Supported Bid as well. In addition, each of the directors and officers of Sierra Metals have agreed to enter into a lock-up agreement with Alpayana under which they will agree to tender their Common Shares to the Supported Bid. Alpayana Canada has extended the expiry time in respect of the existing take-over bid until 5:00 p.m. (Toronto time) on May 12, 2025, in order to provide the shareholders of Sierra Metals with sufficient time to tender their shares. 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. Advisors and Counsel Sierra Metals has retained BMO Capital Markets as financial advisor, Mintz LLP as legal counsel and Carson Proxy Advisors as communications advisor. The Special Committee has engaged Bennett Jones LLP as its legal advisor. Alpayana has retained LXG Capital as financial advisor and McCarthy Tétrault LLP, Estudio Rebaza, Alcázar & De las Casas, and Creel, García-Cuéllar, Aiza y Enriquez Abogados as legal counsel to this transaction. ABOUT ALPAYANA Alpayana Canada is a Canadian wholly-owned subsidiary of Alpayana and was incorporated for the sole purpose of making the take-over bid offer. 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 is currently debt-free and has annual revenues over US$500 million. 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 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, the Company and Alpayana Canada entering into a Support Agreement, the directors and officers of Sierra entering into a lock-up agreement with Alpayana Canada, and any implications that the Supported Bid will be successful and that the conditions relating thereto will be satisfied. 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. The risk factors referred to above are not an exhaustive list of the factors that may affect any forward-looking information in this news release. 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. Any statements containing forward-looking information are based on the beliefs, expectations, and opinions of management on the date the statements are made, and Alpayana and the Company do not assume any obligation to update such forward-looking information if circumstances or 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.
