8-KOther EventsExhibits & Filings

SOUTHERN COPPER CORP/ 8-K Report, Corporate Update (Jul 23, 2010)

Filed July 23, 2010For Securities:SCCO

Summary

Southern Copper Corporation (SCCO) has announced receipt of a non-binding proposal from its parent company, Americas Mining Corporation (AMC), for an all-stock business combination. The proposed transaction would involve SCCO's public stockholders exchanging their SCCO shares for common shares of AMC. This move aims to create a combined entity with indirect ownership of both Southern Copper Corporation and ASARCO, LLC, with AMC's stock to be listed on the NYSE and the Lima Stock Exchange.

Key Highlights

  • 1SCCO received a non-binding proposal from its parent, AMC, for an all-stock business combination.
  • 2The proposal involves SCCO public stockholders exchanging their shares for AMC common shares.
  • 3The combined entity would offer indirect ownership of both SCCO and ASARCO, LLC.
  • 4AMC plans to list its stock on both the New York Stock Exchange (NYSE) and the Lima Stock Exchange.
  • 5SCCO's Board of Directors is forming a special committee of independent directors to evaluate the proposal.
  • 6The special committee will have the authority to engage legal and financial advisors.
  • 7This is a preliminary, non-binding proposal and not a definitive agreement.

Frequently Asked Questions

Southern Copper Corporation (SCCO) received a non-binding proposal from its parent company, Americas Mining Corporation (AMC), to combine SCCO and AMC in an all-stock transaction. SCCO's public stockholders would receive AMC shares in exchange for their SCCO shares.

If the transaction is completed, SCCO's public stockholders would own shares in AMC, which would indirectly own both Southern Copper Corporation and ASARCO, LLC. AMC's stock is planned to be listed on the New York Stock Exchange and the Lima Stock Exchange.

SCCO's Board of Directors is in the process of appointing a special committee comprised of independent directors. This committee will be responsible for evaluating the merits of AMC's proposal and will have the authority to hire advisors, including legal and financial experts.

No, this is a non-binding proposal. The formation of a special committee to evaluate the proposal is the first step. There is no guarantee that the transaction will be consummated.