TwoCitiesCapital Posted March 4, 2015 Share Posted March 4, 2015 I usually don't pay much attention to daily moves in prices - but Altius was up as much as 10% in USD today before closing at 7.5%. It's not a terribly illiquid stock, volumes weren't much outside of the norm, and I don't see any news on it. Any particular reason for the spike today or just someone who woke up and decided they wanted to own it at any price? Link to comment Share on other sites More sharing options...
Williams406 Posted March 4, 2015 Share Posted March 4, 2015 Could be someone just learned the value of limit orders vs. market orders the hard way. Link to comment Share on other sites More sharing options...
TwoCitiesCapital Posted March 5, 2015 Share Posted March 5, 2015 Could be someone just learned the value of limit orders vs. market orders the hard way. I doubt it - generally when that happens it is a single trade and the market reverts to the pre-spike/pre-drop price. This wasn't a single trade/spike - the price rose pretty steadily across a lot of trades with slightly higher than average volume. Anyways, not a big deal - I was just curious if I had missed some news Link to comment Share on other sites More sharing options...
nostradamus Posted March 5, 2015 Share Posted March 5, 2015 Trade halt! Link to comment Share on other sites More sharing options...
nostradamus Posted March 5, 2015 Share Posted March 5, 2015 and Callinan. Link to comment Share on other sites More sharing options...
nostradamus Posted March 5, 2015 Share Posted March 5, 2015 Altius and Callinan Combination to Create a Diversified Mining Royalty Company Leader Joint conference call to take place March 5 at 11 am ET ST. JOHN'S, NEWFOUNDLAND and VANCOUVER, BRITISH COLUMBIA--(Marketwired - March 5, 2015) - Altius Minerals Corporation ("Altius") (TSX:ALS) and Callinan Royalties Corporation ("Callinan") (TSX:CAA) today announce that they have entered into a definitive arrangement agreement (the "Arrangement Agreement") whereby Altius will acquire all outstanding securities of Callinan pursuant to a plan of arrangement (the "Arrangement"). This transaction results in the creation of a diversified mining royalty company leader. Pursuant to the Arrangement, Altius will acquire each outstanding Callinan common share for 0.163 of an Altius common share and C$0.203 in cash, valuing each Callinan common share at C$2.27 based on Altius' closing share price on the Toronto Stock Exchange as of March 4, 2015. This represents a 28% premium to Callinan's closing price on March 4, 2015 and a 26% premium to the respective 20-day VWAPs of both Altius and Callinan for the period ending March 4, 2015. Upon completion of the Arrangement, Callinan will become a wholly-owned subsidiary of Altius and existing Altius shareholders and Callinan shareholders will own approximately 81% and 19%, respectively, of the outstanding Altius common shares. Callinan will be entitled nominate one member to the Altius board of directors upon closing of the Arrangement. Creating the Leading Diversified Royalty Company The rationale for this combination, supported by Callinan shareholders holding 28.38% of Callinan's common shares is as follows: Royalty revenue diversity and merit that is greater than either company individually •Production-based royalty revenue from 13 top-tier Canadian mines producing 9 commodities, namely thermal and metallurgical coal, potash, copper, zinc, nickel, gold, silver and cobalt. The royalty counterparties are all established producers or utility companies and include Vale, PotashCorp, Mosaic, Agrium, Teck, Westmoreland, Atco, Capital Power, TransAlta and Hudbay. A simple transaction •No financing conditions, Altius shareholder meeting or other unusual approvals are required; this allows for a streamlined transaction. Combination Rationale "Callinan Management recently successfully converted the 777 mine net-profit interest royalty to a lower risk net-smelter return royalty, while enhancing the exploration upside of the Hudbay 777 mine by optioning key mineral lands to the operator. This achievement was a significant motivating factor for Altius in pursuing this business combination," stated Brian Dalton, President and Chief Executive Officer of Altius. "A combined Altius and Callinan creates a leading diversified mineral royalty company, with a stronger consolidated balance sheet and shareholder base from which to further expand and diversify its royalty portfolio." Glenn Brown, President and CEO of Callinan, stated, "The Altius royalties on important mines in western Canada pay for over 30 years, and provide the longevity of income sought by Callinan. This transaction also allows Callinan shareholders to receive immediate cash of approximately $0.20 per share, the equivalent of ten quarters at the present dividend rate." The combined company is expected to provide Altius and Callinan shareholders with the following benefits: Callinan Shareholders •Callinan shareholders (excluding Altius' ownership in Callinan) to own approximately 19% pro-forma of the new entity •Upfront premium and cash component deliver an immediate cash reward and future upside •Altius management has a long-term track record of creating shareholder value •Enhanced asset and commodity diversification •Extended royalty revenue life Altius Shareholders •Altius shareholders receive significant copper and zinc exposure additions at a time when these metals show promising supply-demand fundamentals •Consolidated cash and revenue greatly improves Altius' net debt and free cash flow position •Strongly accretive to per-share free cash flow, EBITDA and royalty revenue The resultant royalty asset portfolio, revenue scale and balance sheet enhancements create a much stronger platform from which to continue to build out a leading diversified royalty company. This occurs while the resource sector remains cyclically depressed, offering compelling future acquisition and consolidation opportunities. Plan of Arrangement and Timeline The proposed transaction will be completed pursuant to a court-approved plan of arrangement and will require approval by at least 66 2/3% of the votes cast by the shareholders of Callinan at a special meeting. The directors and senior officers of Callinan have entered into support agreements to vote their shares in favour of the transaction. Full details of the proposed transaction will be included in the management information circular to be mailed to the shareholders of Callinan as soon as practicable, to be followed by a special meeting of Callinan shareholders expected to be held in late April 2015. In addition to the Callinan shareholder vote and B.C. court approvals, the proposed transaction will be subject to applicable regulatory and stock exchange approvals and the satisfaction of certain other customary conditions. The Arrangement Agreement includes customary provisions, including covenants by Callinan not to solicit other acquisition proposals, the right of Altius to match any superior proposal and a $5 million termination fee payable to Altius in certain circumstances. In light of the pending transaction, Callinan's Board will not declare and pay a dividend March 31, 2014, and the existing Callinan normal course issuer bid will not be active during the period of the pending circular and transaction. The Boards of Directors of Altius and Callinan have each determined that the proposed transaction is in the best interest of their respective companies, and have unanimously approved the Arrangement Agreement. The Board of Directors of Callinan has determined that the proposed transaction is fair to its shareholders and will issue a formal recommendation that shareholders vote in favour of the proposed transaction. The Board of Directors of Callinan formed a Special Committee of independent directors to consider and evaluate the proposed transaction. Raymond James Ltd. has provided an opinion to the Special Committee of the Board of Directors of Callinan that the consideration to be received by Callinan shareholders in connection with the proposed transaction is fair, from a financial point of view, to Callinan shareholders. Stikeman Elliott LLP is acting as legal advisor to Altius. Callinan retained Raymond James Ltd. as its financial advisor and Blake, Cassels & Graydon LLP as its legal advisor. Joint Conference Call to be Held March 5, at 11 am ET Altius and Callinan will hold a joint conference call March 5 at 11 am ET, to address shareholders of both companies and to allow for a question and answer session with members of the investment community. The call will be recorded, with presentations to be posted to the websites of both companies in advance of the call. There will also be a webcast, which can be accessed by clicking on the link below, and which will be archived on the websites of both companies. Coordinates for the call and webcast are detailed below: DIAL IN: Toll free North America (+1) 888-390-0605 or local in Toronto (+1) 416-764-8609 No passcode is required WEBCAST: http://www.newswire.ca/en/webcast/detail/1496895/1667519 Link to comment Share on other sites More sharing options...
nostradamus Posted March 5, 2015 Share Posted March 5, 2015 http://altiusminerals.com/uploads/MAR5-Altius-Callinan-Combo.pdf A couple of key points: Net debt less than one year's revenue "allows greater flexibility to consider shareholder capital return options" Link to comment Share on other sites More sharing options...
cwericb Posted March 5, 2015 Share Posted March 5, 2015 “I usually don't pay much attention to daily moves in prices - but Altius was up as much as 10% in USD today before closing at 7.5%. ... Any particular reason for the spike today or just someone who woke up and decided they wanted to own it at any price?” I also was looking for news yesterday after seeing the jump. So now it appears that some had advance notice of today’s news. Isn’t that illegal? Altius just gets bigger and better and now the suggestion of dividends. Link to comment Share on other sites More sharing options...
investor-man Posted March 5, 2015 Share Posted March 5, 2015 Yeah people definitely had insider info. annoying Link to comment Share on other sites More sharing options...
cwericb Posted March 5, 2015 Share Posted March 5, 2015 Then again, looking at this morning's drop perhaps they have been suitably punished :) Link to comment Share on other sites More sharing options...
investor-man Posted March 5, 2015 Share Posted March 5, 2015 Just read through the materials. Looks like a really great move! I may buy more! Link to comment Share on other sites More sharing options...
wachtwoord Posted March 5, 2015 Share Posted March 5, 2015 The market doesn't seem to like this. Quite surprising I'd say based on an initial readthrough. (This has recently become my largest holding). Link to comment Share on other sites More sharing options...
FFHWatcher Posted March 5, 2015 Share Posted March 5, 2015 ...... Altius just gets bigger and better and now the suggestion of dividends. I didn't see the suggestion of dividends anywhere. Where was this? Link to comment Share on other sites More sharing options...
cwericb Posted March 5, 2015 Share Posted March 5, 2015 Just bought a little more. I may be missing something, but this looks good to me in the long run. Watcher - Didn't check this myself, just from nostradamus post quoting "allows greater flexibility to consider shareholder capital return options" Link to comment Share on other sites More sharing options...
investor-man Posted March 5, 2015 Share Posted March 5, 2015 Just bought a little more. I may be missing something, but this looks good to me in the long run. Watcher - Didn't check this myself, just from nostradamus post quoting "allows greater flexibility to consider shareholder capital return options" Look at the quote Nostradamus posted at the top of this page (page 380) Link to comment Share on other sites More sharing options...
Williams406 Posted March 5, 2015 Share Posted March 5, 2015 Joint conference call starting momentarily. Initial thoughts: A simple, logical deal. Altius cash increases a little over $26m from this deal. Callinan's $36 million cash stake less Altius' payment of $.203 to 94% of Callinan's shares outstanding. The big story to me is that Altius has positioned itself in short order after PMRL to consider much bigger deals than Callinan. I own both Altius and Callinan, though my Altius holdings dwarf my Callinan holdings. I guess I'll end up with still more Altius shares. I'm good with that. Link to comment Share on other sites More sharing options...
TwoCitiesCapital Posted March 5, 2015 Share Posted March 5, 2015 Definitely excited to see some action here. It certainly does seem like someone was trading ahead of the news yesterday. Pretty unfortunate, but certainly glad to see the market putting down some discipline. My initial thoughts: 1) Altius got a pretty good deal here. They are paying C 2.27 per share for a total purchase price of C 122M, but from that you can remove the C 31M that Callinan has on it's balance sheet in short term investments and receivables to get a total price of C 91M - or USD 73M. For that $73M, they'll receive revenue of about $9.5M with upside optionality at the 777 mine. 2) I like to see them doing deals like this at a time of depressed prices as opposed to paying down debt. The balance sheet has come a long way in the last year and I like to seem doing these deals. Link to comment Share on other sites More sharing options...
hohi Posted March 5, 2015 Share Posted March 5, 2015 I like it a lot. For many of us it doesn't come as a surprise. What I really like about this is a) Price paid b) Callinans Cash c) 777 Mine d) Gunnison Copper Mine e) immediate cash flow to take further advantage of this resource bear market Link to comment Share on other sites More sharing options...
cwericb Posted March 5, 2015 Share Posted March 5, 2015 RE: "Altius just gets bigger and better and now the suggestion of dividends." Contained in Altuis statement under "Altius Shareholder Benefits" Link to comment Share on other sites More sharing options...
FFHWatcher Posted March 5, 2015 Share Posted March 5, 2015 Just bought a little more. I may be missing something, but this looks good to me in the long run. Watcher - Didn't check this myself, just from nostradamus post quoting "allows greater flexibility to consider shareholder capital return options" Look at the quote Nostradamus posted at the top of this page (page 380) I looked at his quote. Nostradamus used quotes but shouldn't have, as far as I can see. Correct quote is, " Strengthened pro‐forma balance sheet and financial flexibility for growth initiatives and/or shareholder capital returns" Here comes the question on the conference call!! LOL Edit : Question : Will Altius consider returning capital to shareholders via dividends? Answer : Implementation of a dividend is up for discussion and we will discuss it with shareholders soon and we are positively inclined to implement a dividend. Having said that, this is an opportunity rich environment .... Link to comment Share on other sites More sharing options...
Guest Dazel Posted March 5, 2015 Share Posted March 5, 2015 It's a great deal....Brian Dalton continues to impress us...Altius is getting stronger and we expect them to continue to consolidate at these depressed prices. They can start a dividend buy back program immediately after the deal. Caa was a $4 stock a couple of years back...Altius patience has paid off...it's time to be aggressive... dazel Link to comment Share on other sites More sharing options...
nostradamus Posted March 5, 2015 Share Posted March 5, 2015 Just bought a little more. I may be missing something, but this looks good to me in the long run. Watcher - Didn't check this myself, just from nostradamus post quoting "allows greater flexibility to consider shareholder capital return options" Look at the quote Nostradamus posted at the top of this page (page 380) I looked at his quote. Nostradamus used quotes but shouldn't have, as far as I can see. Correct quote is, " Strengthened pro‐forma balance sheet and financial flexibility for growth initiatives and/or shareholder capital returns" Here comes the question on the conference call!! LOL Edit : Question : Will Altius consider returning capital to shareholders via dividends? Answer : Implementation of a dividend is up for discussion and we will discuss it with shareholders soon and we are positively inclined to implement a dividend. Having said that, this is an opportunity rich environment .... FFHWatcher, I used quotes for a reason, it wasn't a mistake. See middle of page 8: http://altiusminerals.com/uploads/MAR5-Altius-Callinan-Combo.pdf N. Link to comment Share on other sites More sharing options...
naboo Posted March 5, 2015 Share Posted March 5, 2015 Just bought a little more. I may be missing something, but this looks good to me in the long run. Watcher - Didn't check this myself, just from nostradamus post quoting "allows greater flexibility to consider shareholder capital return options" Look at the quote Nostradamus posted at the top of this page (page 380) I looked at his quote. Nostradamus used quotes but shouldn't have, as far as I can see. Correct quote is, " Strengthened pro‐forma balance sheet and financial flexibility for growth initiatives and/or shareholder capital returns" Here comes the question on the conference call!! LOL Edit : Question : Will Altius consider returning capital to shareholders via dividends? Answer : Implementation of a dividend is up for discussion and we will discuss it with shareholders soon and we are positively inclined to implement a dividend. Having said that, this is an opportunity rich environment .... FFHWatcher, I used quotes for a reason, it wasn't a mistake. See middle of page 8: http://altiusminerals.com/uploads/MAR5-Altius-Callinan-Combo.pdf N. I don't like ALS' dividend. Not only I have to pay a lot of tax on the dividend, also I believe ALS guys can use the capital to do much better job than me. They need those cash to buy cheap companies, so just keep it. Link to comment Share on other sites More sharing options...
nostradamus Posted March 5, 2015 Share Posted March 5, 2015 I agree with you naboo. I tend to like dividends as they impose some capital discipline, but Altius have clearly already got bags of this. So they should probably just put off the payment of dividends for when commodities markets are booming and they can't find other uses for their cash. That said, I think dividends could be relevant for a market re-rating of the stock: Buy ALS and you get all this upside optionality plus you get paid to wait... My take from the conference call is that they will put in place a small dividend, leaving enough free cash flow to keep taking advantage of current market conditions. N. Link to comment Share on other sites More sharing options...
hohi Posted March 5, 2015 Share Posted March 5, 2015 Is there a mp3-file of the conference call? Somehow I couldn't access it ;(. Or maybe some transcript? Thanks in advance. Link to comment Share on other sites More sharing options...
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