Stillwater Announces Pricing of Secondary Offerings by Its Majority Stockholder
On December 8, 2010, Stillwater Mining Company (NYSE: SWC) announced the
pricing of the secondary offering of 37,000,000 shares of its common
stock at a price to the public of $19.50 per share. All of the shares
are being sold by the Company′s majority stockholder, Norimet Limited
(the 'selling stockholder?). The selling stockholder has also granted
the underwriters an option to purchase up to an additional 3,813,222
shares of common stock at the public offering price to cover
over-allotments, if any. Concurrently with the pricing of the
underwritten public offering, the Company announced the pricing, by UBS
AG, of its Mandatorily Exchangeable Notes due 2012 (the 'exchangeable
notes'). In connection with the exchangeable notes offering, the selling
stockholder has agreed to sell 7,840,000 additional shares of the
Company's common stock to UBS Securities LLC or an affiliate thereof.
The selling stockholder has also granted UBS Securities LLC or an
affiliate thereof an option to purchase a maximum of 1,160,000
additional shares of common stock if the underwriter of the exchangeable
notes offering exercises its over-allotment option in full. If the
offerings are successfully consummated, the selling stockholder's
ownership of outstanding shares of Stillwater's common stock following
these transactions would be less than 10%, or reduced to zero if the
over-allotment option for both offerings is exercised in full.
Stillwater Mining Company will not receive any proceeds from either
transaction.
Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, UBS
Securities LLC and VTB Capital PLC are acting as joint bookrunning
managers for the underwritten public offering of the common stock. VTB
Capital PLC is not a U.S. registered broker-dealer, and therefore, to
the extent that it intends to effect any sales of shares of the common
stock in the United States, it will do so through one or more U.S.
registered broker-dealers, which may be affiliates of VTB Capital PLC,
to the extent required by applicable U.S. securities laws and
regulations. UBS Securities LLC is the sole bookrunner and underwriter
for the exchangeable notes offering. A copy of the prospectus supplement
and base prospectus relating to the underwritten public offering of the
common stock may be obtained by contacting: Credit Suisse Securities
(USA) LLC, Eleven Madison Avenue, New York, New York, 10010-3629
(800-221-1037), J.P. Morgan Securities LLC, Broadridge Financial
Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, (866-803-9204),
or UBS Securities LLC, 299 Park Avenue, New York, New York, 10171, Attn:
Prospectus Department (888-827-7275, ext. 3884). A copy of the base
prospectus and prospectus supplement relating to the underlying common
stock being offered in connection with the underwritten public offering
of the exchangeable notes may be obtained by contacting UBS Securities
LLC, 299 Park Avenue, New York, New York, 10171, Attn: Prospectus
Department (888-827-7275, ext. 3884).
A shelf registration statement relating to both the underwritten public
offering of common stock and the shares of common stock underlying the
exchangeable notes offering was filed by the Company with the Securities
and Exchange Commission (the 'SEC') on November 29, 2010 and became
effective automatically upon such filing. UBS AG has filed a
registration statement (including a prospectus, as supplemented by a
prospectus supplement for the offering of the exchangeable notes) with
the SEC for the offering of the exchangeable notes. This press release
shall not constitute an offer to sell or solicitation of an offer to
buy, nor shall there be any sale of these securities in any state or
jurisdiction in which such offer, solicitation, or sale would be
unlawful prior to registration or qualification under the securities
laws of any such state or jurisdiction. Before you invest, you should
read these documents and other documents filed with the SEC for more
complete information. You may obtain these documents for free by
visiting EDGAR on the SEC's website at http://www.sec.gov.
About Stillwater
Stillwater Mining Company is the only U.S. producer of palladium and
platinum and is the largest primary producer of platinum group metals
outside of South Africa and the Russian Federation. The Company's shares
are traded on the New York Stock Exchange under the symbol SWC.
Forward-Looking Statements
The matters discussed in this release include forward-looking
statements. These statements are based on current expectations or
beliefs and are subject to factors and uncertainties that could cause
actual results to differ materially from those described in the
forward-looking statements, including without limitation, whether or not
the offerings of the common stock will be consummated. Stillwater is
providing this information as of the date of this news release and
assumes no obligation to update any forward-looking statement to reflect
events or circumstances occurring after the date of this press release.
Sard Verbinnen & Co
Dan Gagnier, +1-212-687-8080
DGagnier@SARDVERB.com
or
Stillwater
Mining Company
Gregory Wing, +1-406-373-8706
gwing@stillwatermining.com