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TSX Overruled - OSC Requires Approval Of Hudbay Shareholders In Proposed Acquisition Of Lundin.

Article Excerpt
On January 23, 2009, the Ontario Securities Commission (OSC) exercised its seldom-used statutory power to overturn a decision of the Toronto Stock Exchange (TSX). The OSC issued an order requiring HudBay Minerals Inc. to obtain the approval of the HudBay shareholders prior to proceeding with the issuance of HudBay common shares in connection with the then-proposed acquisition of Lundin Mining Corporation. The TSX's Listing Committee had previously determined that it would not require HudBay to obtain shareholder approval in granting listing approval for the HudBay common shares to be issued to Lundin shareholders as consideration for the acquisition. The OSC released full reasons for its decision on April 28, 2009.

On November 21, 2008, HudBay and Lundin jointly announced a business combination transaction pursuant to which HudBay would acquire all of the outstanding Lundin common shares on the basis of 0.3919 HudBay common shares for each Lundin common share. The imputed price to be paid by HudBay was $2.05 for each Lundin common share, representing a premium of 103 per cent to Lundin's previous-day closing price of $1.01 and a 32 per cent premium to the 30-day volume weighted average trading price.

The proposed transaction was structured as a plan of arrangement...

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