Glencore AG submitted a non-binding proposal to acquire remaining 17.81% stake in PolyMet Mining Corp. (TSX:POM) for $76.4 million on June 30, 2023. Glencore currently owns 159,806,774 Common Shares in PolyMet Mining Corp. Glencore proposed to acquire all of the remaining outstanding common shares of PolyMet for consideration of $2.11 per share in cash. On completion of the Arrangement, it is anticipated that the Common Shares will be delisted from the Toronto Stock Exchange and the NYSE American. The Proposal is subject to the negotiation and execution of definitive transaction documents and customary approvals, including approval of a majority of PolyMet?s shareholders not affiliated with Glencore and court approval. Completion of the Transaction is not subject to any financing condition. The Special Committee of PolyMet's Board of Directors is reviewing the proposal. PolyMet shareholders do not need to take any action at this time. As of July 17, 2023, Glencore AG submitted entered into a definitive agreement to acquire the remaining 17.81% stake in PolyMet Mining Corp. (TSX:POM) for $2.11 per share on July 16, 2023. The PolyMet Select Committee unanimously approved Glencore's proposal, in early July 2023. If a Termination Amount Event occurs, the PolyMet Mining Corp. shall pay to the Glencore AG $12 million. The company plans to hold an extraordinary meeting of shareholders to consider the transaction at the end of Q3 or at the beginning of Q4 2023. As of September 29, 2023, Supreme Court of British Columbia (the 'Court') has granted an interim order to authorize the calling and holding of a special meeting of the PolyMet Mining shareholders held on Wednesday, November 1, 2023. PolyMet Board of Directors, unanimously determined that the Arrangement is in the best interests of the PolyMet and fair to the holders of Minority Shares. As of October 16, 2023, Institutional Shareholder Services Inc. and Glass Lewis & Co. have recommended PolyMet shareholders vote FOR the plan of arrangement. As of November 1, 2023, the shareholders of PolyMet approved the transaction. The arrangement will be effected on November 7, 2023, subject to PolyMet obtaining a final order (?Final Order?) from the British Columbia Supreme Court approving the Arrangement, and the satisfaction or waiver of other customary closing conditions. PolyMet is scheduled to seek the Final Order from the British Columbia Supreme Court on November 3, 2023.
Farris LLP and Troutman Pepper Hamilton Sanders LLP serve as advisors to PolyMet, while Gerald Gaunt, Erica M. Hennessey, Raj Juneja, Roger Taplin, Adam Taylor and Dominic Thérien of McCarthy Tetrault LLP and David Avery-Gee, Eoghan Patrick Keenan and Adé Heyliger of Weil, Gotshal & Manges LLP serve as advisors to Glencore. Laurel Hill Advisory Group is acting as shareholder communications advisor and proxy solicitation agent to PolyMet. Paradigm Capital Inc. acted as financial and fairness opinion provider to PolyMet Mining Corp. Mason Law P.L. acted as legal advisor to PolyMet Mining Corp. Maxit Capital LP acted as fairness opionion provider to PolyMet Mining Corp. Computershare Investor Services Inc. acted as depositary to PolyMet. Computershare Trust Company of Canada acted as transfer agent and registrar to PolyMet.
Glencore AG completed the acquisition of remaining 17.81% stake in PolyMet Mining Corp. (TSX:POM) on November 7, 2023. PolyMet has applied to have its common shares delisted from the Toronto Stock Exchange and the NYSE American and has applied to cease to be a reporting issuer under Canadian securities laws. Once PolyMet ceases to be a reporting issuer, the Company will no longer be subject to the ongoing continuous disclosure and reporting obligations currently imposed upon the Company as a reporting issuer under such legislation.
