Cameco Corporation Announces Intention to Acquire Hathor Exploration Limited Conference Call Friday, August 26, 2011 – 9:00 AM ET
Total Page:16
File Type:pdf, Size:1020Kb
Cameco Corporation Announces Intention to Acquire Hathor Exploration Limited Conference Call Friday, August 26, 2011 – 9:00 AM ET CORPORATE PARTICIPAN TS With us are Tim Gitzel, Cameco’s President and CEO, and Ken Seitz, Cameco’s Senior Vice-President of Rachelle Girard Marketing and Business Development. Tim will begin with Manager, Investor Relations brief comments on the proposed takeover bid and the benefits it provides for Hathor shareholders. Then we’ll Tim Gitzel open it up for your questions. President & Chief Executive Officer Today’s conference call is open to all members of the Ken Seitz investment community. The media is also invited to ask Senior Vice-President, Marketing & Business questions but we would ask that you reserve your Development questions for the end of the call to allow the investment community the opportunity to ask their questions first. During the Q&A session please limit yourself to two questions then return to the queue. CONFERENCE CALL PART ICIPANTS Please note that this conference call and webcast will Adam Schatzker include forward-looking information and statements, RBC Capital Markets which involve risk and uncertainty. Certain material factors or assumptions were applied in drawing the Greg Barnes conclusions or making the forecasts or projections TD Securities reflected in them and actual results could differ materially. Additional information about these material factors and Terry Ortslan assumptions is contained in our press release dated TSO & Associates August 26, 2011 and in Cameco’s and Hathor’s most recent annual information form and MD&A. Ben Elias Sterne Agee With that I’ll turn it over to Tim. Edward Sterck BMO Capital Markets Tim Gitzel, President & Chief Executive Officer Eric Zaunscherb Thank you, Rachelle, and good morning everyone. PI Financial Corp. The purpose of our call is to discuss our intention to acquire Hathor Exploration, as we announced this morning. By way of background, we delivered a written PRESENTATION proposal to Hathor’s senior management following the close of market on Friday, August 19, 2011. Since that Operator time we’ve held discussions with the hope of negotiating a board-supported transaction. When those discussions Good day ladies and gentlemen and welcome to the failed to produce an agreement we decided to make our Cameco Corporation conference call to discuss offer available directly to Hathor shareholders. Cameco’s intention to acquire Hathor Exploration. For those who may not be familiar with Hathor, it is a I would now like to turn the meeting over to Ms. Rachelle junior uranium company focused on exploration projects Girard, Manager, Investor Relations. Please go ahead, in the Athabasca Basin of Northern Saskatchewan. Its Ms. Girard. main exploration property, the Roughrider deposit, is located very close to our Rabbit Lake mill within the eastern corridor of the Athabasca Basin. Cameco is Rachelle Girard, Manager, Investor Relations already in a leading position within this region with operating mines and mills at McArthur River/Key Lake Thank you, operator, and good morning everyone. and Rabbit Lake as well as the world class development Welcome to Cameco’s conference call and webcast to project at Cigar Lake. So this acquisition would be within discuss our intention to acquire Hathor. Thanks for joining our own backyard. us. Bell Conferencing Page 1 Cameco Corporation Announces Intention to Acquire Hathor Exploration Limited Conference Call Friday, August 26, 2011 – 9:00 AM ET Hathor’s management has done an exceptional job of 2011. The Roughrider deposit located in the Athabasca identifying and advancing the Roughrider deposit as well Basin is the most advanced exploration property in as its other exploration assets. Hathor’s success is Hathor’s portfolio. Hathor consolidated its ownership of evident in its resource estimate and the premium value it Roughrider with the recent acquisition of Terra Ventures. has attracted in the market. It is clearly a promising The deposit was discovered by Hathor in 2008. The advanced exploration property but not yet a development company has completed a series of drilling programs on property. As such, we believe development of Roughrider the Roughrider deposit and defined a high-grade and other projects will require substantial additional funds resource with three separate mineralization zones. and expertise. In our view, it’s highly unlikely Roughrider will become large enough to justify the infrastructure Based on Hathor’s published drilling results and our needed to bring it into production on a standalone basis. understanding of the geology of the Athabasca Basin, we believe that it is highly unlikely that Roughrider would be So, to us, there are several reasons why Cameco is the large enough to support the infrastructure necessary to natural buyer for this asset. These include our experience bring it into production as a standalone entity. We know developing and operating in the Athabasca Basin, our from experience that the geology of the Athabasca Basin operational experience with a variety of mining is challenging to say the least. A few of the challenges techniques, our existing infrastructure, our knowledge of include groundwater control, weak rock formations, the geology, and our extensive web of local and radiation protection, and mining method uncertainty. operational relationships developed over decades of There are also significant challenges with developing and operating in the Athabasca Basin. Our proposal permitting a new mill. Based on our extensive experience maximizes value for Hathor shareholders by providing a in the region, the CapEx required to build a new mill cash deal at an attractive price. Our offer will begin could easily run to more than $500 million and the shortly. Full details of the offer will be included in a development and permitting would likely take more than takeover bid circular, which will be posted on SEDAR and ten years. on Cameco’s website. Now I will run through these highlights with the slide presentation, which is being Building a new mill is a risky venture, particularly for a webcast through a link on our website. junior exploration company. And this is especially true given the volatility of the capital markets over the past Cameco’s proposed offer for Hathor is an all-cash offer of several years. Going down this path could result in $3.75 per share. This represents about a 40 percent significant dilution for Hathor shareholders. Cameco, on premium to Hathor’s closing price and about a 33 percent the other hand, already has extensive experience premium over Hathor’s twenty-day volume-weighted operating and developing projects in this region. We average price as at August 25, 2011. This amounts to a already have two mills in the area and this acquisition total consideration of about $520 million on a fully-diluted could help us optimize our existing capacity. Given these basis. The offer is fully funded with Cameco’s cash on existing resources and mining expertise we believe we hand so there is no financing condition. The transaction are uniquely positioned to further advance the deposit. will be done by way of a takeover bid. This bid will remain This slide shows a map of the Athabasca region where open for a minimum of sixty days from the date that the Roughrider is located. As I had indicated, it is in close takeover bid is published. The offer is subject to proximity to Cameco’s Rabbit Lake operation, where we customary terms and conditions, including waiver of have an existing mine and mill. Hathor’s shareholders rights plan, a minimum tendering of two-thirds of its outstanding shares to the offer, and Clearly this acquisition, which is in our backyard, is a regulatory approvals. We believe this offer represents an logical addition to our existing assets. Hathor’s resource opportunity for Hathor shareholders to monetize their estimate indicates this deposit would be an attractive investment at an attractive value and avoid the addition to our portfolio. We have a unique ability to development, financing, permitting, and market risks leverage our existing infrastructure, operational and associated with a company at Hathor’s stage of development expertise, knowledge of regional geology, development. local relationships, and our experience with a variety of mining techniques. This puts Cameco in the best position As you can see on this graph, when compared to its to advance the Roughrider deposit and to economically peers the market has already built a premium into develop smaller deposits in the region. We also expect it Hathor’s share price. This recognizes Hathor’s recently- will support and help sustain our long-term growth published resource estimate. Over and above the market strategy. The acquisition of Roughrider enhances our valuation Cameco is offering a further 40 percent substantial project pipeline and provides us with potential premium on Hathor’s closing share price as at August 25, additional production beyond 2018. Bell Conferencing Page 2 Cameco Corporation Announces Intention to Acquire Hathor Exploration Limited Conference Call Friday, August 26, 2011 – 9:00 AM ET In summary, we believe this is an attractive offer for expenditures are running at these days and so, you Hathor shareholders, provides them with a significant know, we’ve applied some of that knowledge to make an premium to Hathor’s share price, immediate liquidity, and informed proposal here, applied our knowledge from the certain cash value. It also avoids further dilution and the Athabasca Basin. So there’s a lot of work to be done, it’s risks associated with financing, development, permitting, so early, Adam, but we do have some information, yes. and market volatility. We expect Cameco shareholders will benefit from the addition of a promising deposit in our own backyard, making best use of all our assets in the Adam Schatzker, RBC Capital Markets region and enhancing our ability to sustain our double-U production goal beyond 2018.