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As Of Filer Filing For·On·As Docs:Size Issuer Agent 3/05/14 Augusta Resource Corp SC14D9F/A 3:166K Augusta Resource Corp Cravath Swaine & … 01/FA |
Document/Exhibit Description Pages Size 1: SC14D9F/A Amendment to Tender-Offer HTML 49K Solicitation/Recommendation Statement -- Preliminary Communication -- Foreign 2: EX-1.7 Opinion of Scotia Capital Inc. HTML 16K 3: EX-1.8 Opinion of Td Securities Inc. HTML 44K
With copies to:
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Kevin J. Thomson
Davies Ward Phillips & Vineberg LLP
155 Wellington Street West
Toronto, Ontario
M5V 3J7
(416) 863-5590
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Richard Hall
Andrew R. Thompson
Cravath, Swaine & Moore LLP
825 Eighth Avenue
(212) 474-1000
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The following text is deleted from the second paragraph under the caption “Notice Regarding Information” on page iv:
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“Neither Augusta nor any of its officers or directors assumes any responsibility for the accuracy or completeness of such information or for any failure by HudBay or its affiliates to disclose events or facts that may have occurred or may affect the significance or accuracy of any such information.”
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The following text is added as a footnote at the end of the first sentence in the paragraph under item 8 on page x:
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“1832 Asset Management L.P. (formerly GCIC Ltd.), a beneficial owner of more than 10% of the Common Shares of Augusta, is a limited partnership, the general partner of which is wholly-owned subsidiary of The Bank of Nova Scotia, an affiliate of Scotiabank, one of Augusta’s Financial Advisors, and is a manager of mutual funds and investment solutions for private clients, institutional clients and managed asset programs.”
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The following text is added as a footnote at the end of the first sentence in the paragraph under item 8 on page 16:
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“1832 Asset Management L.P. (formerly GCIC Ltd.), a beneficial owner of more than 10% of the Common Shares of Augusta, is a limited partnership, the general partner of which is wholly-owned subsidiary of The Bank of Nova Scotia, an affiliate of Scotiabank, one of Augusta’s Financial Advisors, and is a manager of mutual funds and investment solutions for private clients, institutional clients and managed asset programs.”
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“Thereafter, there were no further discussions or communications between HudBay and Augusta or their respective directors or officers relating to a potential transaction involving HudBay and Augusta prior to February 9, 2014.”
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The following text is added as a footnote at the end of the first sentence under the caption “Financial Advisors and Opinions” on page 22:
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“1832 Asset Management L.P. (formerly GCIC Ltd.), a beneficial owner of more than 10% of the Common Shares of Augusta, is a limited partnership, the general partner of which is wholly-owned subsidiary of The Bank of Nova Scotia, an affiliate of Scotiabank, one of Augusta’s Financial Advisors, and is a manager of mutual funds and investment solutions for private clients, institutional clients and managed asset programs.”
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The following text is deleted from the second paragraph under the caption “Consent of Scotia Capital Inc.” on page 40:
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The following text is deleted from the second paragraph under the caption “Consent of TD Securities Inc.” on page 41:
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The first sentence of the final paragraph on page A-2 is deleted in its entirety and replaced by the following sentence:
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“Our Opinion is for the use and benefit of the Board, and may not be used for any other purpose or published without the prior written consent of Scotia Capital, provided that this Opinion may be included in the Directors’ Circular of Augusta responding to the Offer.”
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The first two sentences of the first full paragraph on page B-6 are deleted in their entirety and replaced by the following two sentences:
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“The Opinion has been provided for the use of the Board and is not intended to be, and does not constitute, a recommendation that Augusta Shareholders tender or not tender their Augusta Shares to the Offer. The Opinion must not be used or published without the express prior written consent of TD Securities, provided that TD Securities consents to the inclusion of the Opinion in the Directors’ Circular.”
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Exhibit
Number
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Description
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1.1
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Directors’ Circular, dated February 24, 2014, of Augusta Resource Corporation (incorporated by reference to the Schedule 14D-9F, filed February 24, 2014, of Augusta Resource Corporation)
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1.2
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News Release, dated February 24, 2014, of Augusta Resource Corporation (incorporated by reference to the Schedule 14D-9F, filed February 24, 2014, of Augusta Resource Corporation)
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1.3
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Investor Presentation, dated February 24, 2014, of Augusta Resource Corporation (incorporated by reference to the Schedule 14D-9F, filed February 24, 2014, of Augusta Resource Corporation)
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1.4
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News Release, dated February 21, 2014, of Augusta Resource Corporation (incorporated by reference to the Form 6-K, filed February 21, 2014, of Augusta Resource Corporation)
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1.5
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News Release, dated February 12, 2014, of Augusta Resource Corporation (incorporated by reference to the Form 6-K, filed February 13, 2014, of Augusta Resource Corporation)
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1.6
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News Release, dated February 9, 2014, of Augusta Resource Corporation (incorporated by reference to the Form 6-K, filed February 10, 2014, of Augusta Resource Corporation)
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1.7
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Opinion of Scotia Capital Inc.
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1.8
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Opinion of TD Securities Inc.
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(a)
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At the time of the filing of the Schedule 14D-9F, Augusta Resource Corporation filed with the Commission a written irrevocable consent and power of attorney on Form F-X.
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(b)
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Any change to the name or address of the registrant’s agent for service shall be communicated promptly to the Commission by amendment to Form F-X referencing the file number of the registrant.
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AUGUSTA RESOURCE CORPORATION, | |||
Dated: March 5, 2014
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By:
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/s/ Gilmour Clausen | |
Gilmour Clausen | |||
President and Chief Executive Officer
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Exhibit
Number
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Description
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1.1
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Directors’ Circular, dated February 24, 2014, of Augusta Resource Corporation (incorporated by reference to the Schedule 14D-9F, filed February 24, 2014, of Augusta Resource Corporation)
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1.2
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News Release, dated February 24, 2014, of Augusta Resource Corporation (incorporated by reference to the Schedule 14D-9F, filed February 24, 2014, of Augusta Resource Corporation)
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1.3
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Investor Presentation, dated February 24, 2014, of Augusta Resource Corporation (incorporated by reference to the Schedule 14D-9F, filed February 24, 2014, of Augusta Resource Corporation)
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1.4
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News Release, dated February 21, 2014, of Augusta Resource Corporation (incorporated by reference to the Form 6-K, filed February 21, 2014, of Augusta Resource Corporation)
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1.5
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News Release, dated February 12, 2014, of Augusta Resource Corporation (incorporated by reference to the Form 6-K, filed February 13, 2014, of Augusta Resource Corporation)
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1.6
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News Release, dated February 9, 2014, of Augusta Resource Corporation (incorporated by reference to the Form 6-K, filed February 10, 2014, of Augusta Resource Corporation)
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1.7
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Opinion of Scotia Capital Inc.
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1.8
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Opinion of TD Securities Inc.
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This ‘SC14D9F/A’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 3/5/14 | 425, SC TO-T/A | ||
2/24/14 | 425, 6-K, F-X, SC TO-T/A, SC14D9F | |||
2/21/14 | 6-K, SC TO-T/A | |||
2/13/14 | 6-K | |||
2/12/14 | 6-K | |||
2/10/14 | 425, 6-K, SC 13D/A | |||
2/9/14 | 6-K | |||
List all Filings |