Status Update: Clearance
Acquirer: Sibanye Gold Ltd. (South Africa)
Acquired: Stillwater Mining Co. (US)
Value: Approx. US$2.2 Billion
Industry: Mining
UPDATE: According to a press release issued by Stillwater Mining Company, a Colorado based mining company, in relation to its proposed acquisition by Sibanye Gold Limited, a South Africa mining company, “it has been informed that the review by the Committee on Foreign Investment in the United States (CFIUS) related to the proposed acquisition of the Company by Sibanye Gold Limited has been completed, and there are no unresolved national security issues with respect to the transaction.” (Stillwater Mining Form 8-K, Ex-99.1, Apr. 17, 2017, SEC Filing.)
Updated on March 6, 2017
Status: Investigation
On March 3, 2017, Sibanye Gold Limited and Stillwater Mining Company reported that they “received written notification from the Committee on Foreign Investment in the United States (“CFIUS”) that it wishes to undertake further investigation of the proposed acquisition of Stillwater, which was announced on 9 December 2016 (the “Transaction”). This investigation, follows the initial review period which concluded on February 28, 2017 and will be completed by no later than April 14, 2017, although it is possible CFIUS’ investigation could be concluded sooner.” (Sibanye Press Release, Sibanye receives CFIUS investigation notice for Proposed Acquisition of Stillwater Mining Company, Mar. 3, 2017, in Sibanye Gold Form 6-K, Ex-99.2, Mar. 3, 2017, SEC Filing; Stillwater Mining Company, Schedule 14A, Ex-99.2, Mar. 3, 2017, SEC Filing.) According to the press release, Sibanye “currently owns and operates gold, uranium and platinum group metals (“PGMs”) operations and projects throughout the Witwatersrand Basin and the western limb of the Bushveld Complex in South Africa, ” while “Stillwater Mining Company is the only U.S. miner of PGMs and the largest primary producer of PGMs outside of South Africa and the Russian Federation.” (Id.) The statement explained that “PGMs are rare precious metals used in a wide variety of applications, including automobile catalysts, fuel cells, hydrogen purification, electronics, jewelry, dentistry, medicine and coinage.” (Id.)
Updated on February 6, 2017
Status: New Filing
Stillwater Mining Company, a Colorado based mining company, and Sibanye Gold Limited, a South Africa company, have reportedly “filed a joint voluntary notice for CFIUS clearance on January 18, 2017” in relation to the proposed acquisition that will result in Stillwater becoming a wholly owned subsidiary Sibanye. (Stillwater Mining Schedule 14A, Jan. 24, 2017, SEC Filing.)
Original Post on December 12, 2016
Status: Upcoming/New Filing
On December 9, 2016 , Stillwater Mining Company, a Colorado based mining company, announced that it entered a merger agreement with Sibanye Gold Limited, a South Africa mining company, Thor US Holdco Inc., a wholly owned U.S. subsidiary of Sibanye Gold, and Thor Mergco Inc., a U.S. subsidiary of Thor US Holdco, pursuant to which Stillwater Minding will merge into Thor Mergco Inc. and become a direct wholly owned subsidiary of Thor US Holdco Inc. (See Stillwater Mining Form 8-K, Dec. 9, 2016; Agreement and Plan of Merger, Form 8-K, Ex-2.1, Dec. 9, 2016, SEC Filing.)
“Stillwater Mining Company is the only U.S. miner of platinum group metals (PGMs) and the largest primary producer of PGMs outside of South Africa and the Russian Federation.” (Stillwater Mining Press Release, Form 8-K, Ex-99.1, Dec. 9, 2016, SEC Filing.) “Sibanye is the largest individual producer of gold from South Africa and is one of 10 largest gold producers globally and the world’s fifth largest producer of platinum group metals (PGMs).” (Sibanye Gold website, Group Profile page.)
The parties have conditioned closing on Committee on Foreign Investment in the United States (CFIUS) clearance and have agreed to submit a joint voluntary notice “within 30 Business Days” of signing the agreement. (Agreement and Plan of Merger, Sections 7.1.4; 6.9.2(A), Form 8-K, Ex-2.1, Dec. 9, 2016, SEC Filing.)
