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SOUTHERN COPPER CORP/ 8-K Report, Acquisition Completed (Apr 4, 2005)

Filed April 4, 2005For Securities:SCCO

Summary

Southern Copper Corp (SCCO) announced on April 1, 2005, the completion of its acquisition of Minera México, S.A. de C.V. (MM). This significant transaction was executed through a merger involving SPCC, its subsidiary SPCC Merger Sub, Inc., its parent Americas Mining Corporation (AMC), and ASC, a subsidiary of AMC. SCCO acquired ASC's 99.1463% stake in MM by issuing approximately 67.2 million shares of its common stock to AMC. This acquisition materially increases SCCO's outstanding shares to roughly 147.4 million and significantly boosts AMC's ownership in SCCO from 54.4% to approximately 75.1%. The shares issued to AMC were done so under an exemption from registration, citing Section 4(2) of the Securities Act of 1933. Investors should note that detailed financial statements for the acquired business and pro forma information are yet to be filed via amendment.

Key Highlights

  • 1Completion of acquisition of Minera México, S.A. de C.V. (MM) on April 1, 2005.
  • 2Acquisition involved the issuance of approximately 67.2 million shares of SCCO common stock.
  • 3Parent company Americas Mining Corporation (AMC) increased its ownership stake in SCCO to approximately 75.1%.
  • 4Total outstanding shares of SCCO common stock now approximate 147.4 million.
  • 5The issuance of SCCO shares to AMC was conducted under Section 4(2) of the Securities Act of 1933, exempt from registration.
  • 6Financial statements for the acquired business and pro forma financial information will be filed by amendment.

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