8-KOther Events

SOUTHERN COPPER CORP/ 8-K Report (Feb 4, 2004)

Filed February 4, 2004For Securities:SCCO

Summary

Southern Copper Corp. (SCCO) announced on February 3, 2004, that its largest stockholder, Grupo Mexico, S.A. de C.V. ("GMEXICO"), has proposed the acquisition of 99% of the shares of GMEXICO's subsidiary, Minera Mexico, S.A. de C.V. ("MM"). This potential transaction would be executed through the issuance of additional SCCO shares to GMEXICO, effectively merging significant copper assets into Southern Copper. The proposed combination, if completed, would create a significantly larger mining entity with the second-largest copper reserves globally and the largest among publicly traded companies. It would also bring substantial zinc, silver, and molybdenum reserves, along with diversification across metals, countries, and markets. A special committee of independent directors has been formed to evaluate the proposal, and while potential synergies and a strong capital structure are anticipated, there are no assurances that a definitive agreement will be reached.

Key Highlights

  • 1Grupo Mexico proposed the acquisition of Minera Mexico, a subsidiary, by Southern Copper.
  • 2The acquisition would be paid for through the issuance of new Southern Copper shares to Grupo Mexico.
  • 3Minera Mexico represents 99% of GMEXICO's outstanding shares.
  • 4The combined entity would possess the world's second-largest copper reserves and the largest for a publicly traded company.
  • 5The transaction would diversify the company's asset base to include significant zinc, silver, and molybdenum reserves.
  • 6A Special Committee of Disinterested Directors has been established to evaluate the proposal.
  • 7There is no guarantee that the proposed transaction will be completed.

Frequently Asked Questions

The main event is the proposal by Grupo Mexico, S.A. de C.V., Southern Copper's largest stockholder, to sell its subsidiary, Minera Mexico, S.A. de C.V., to Southern Copper in exchange for Southern Copper stock. This could lead to a significant consolidation of assets.

If consummated, the transaction would significantly expand Southern Copper's scale and reserves, creating a mining giant with the second-largest copper reserves globally and the largest for a publicly traded company. It would also diversify the company's mineral portfolio and geographic exposure, potentially leading to operational synergies.

No, a decision has not been made. Southern Copper has formed a Special Committee of Disinterested Directors to evaluate the proposal and determine if it is in the best interests of the company's stockholders. There is no assurance that any agreement will be reached.

The filing notes that there can be no assurances that any agreement will be reached. Additionally, like any major transaction, there are inherent risks associated with integration, achieving expected synergies, financing, and market volatility for commodity prices. Forward-looking statements are subject to various factors that could cause actual results to differ materially.