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Form 8-K STILLWATER MINING CO For: Apr 17

April 17, 2017 8:05 AM EDT
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________

Form 8-K
_____________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event Reported): April 17, 2017  

Stillwater Mining Company
(Exact Name of Registrant as Specified in Charter)

Delaware001-1305381-0480654
(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification Number)

 

26 West Dry Creek Circle, Suite 400, Littleton, CO 80120
(Address of Principal Executive Offices) (Zip Code)

(406) 373-8700
(Registrant's telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 [ ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 [ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 [ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 [ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company [   ]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [   ]

 
 

Item 8.01. Other Events.

On April 17, 2017, Stillwater Mining Company (the “Company”) issued a press release announcing the completion of the review by the Committee on Foreign Investment in the United States (“CFIUS”) related to the previously announced acquisition of the Company by Sibanye Gold Limited.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

Exhibit 99.1    Press Release dated April 17, 2017


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 Stillwater Mining Company
   
  
Date: April 17, 2017By: /s/ Michael J. McMullen        
  Michael J. McMullen
  President and CEO
  


Exhibit Index

 

Exhibit No. Description
   
99.1 Press Release dated April 17, 2017

Exhibit 99.1

Stillwater Mining Company Announces CFIUS Clearance Related to the Proposed Acquisition by Sibanye

LITTLETON, Colo., April 17, 2017 (GLOBE NEWSWIRE) -- Stillwater Mining Company (“Stillwater” or “Company”) (NYSE: SWC) today announced that 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.

The closing of the transaction remains subject to (1) approval of the merger agreement by the holders of a majority of Stillwater’s outstanding shares, (2) approval of the transaction by the holders of a majority of Sibanye’s shares present and voting, (3) the approval of the related issuance of shares by Sibanye in a rights offering by the holders of at least 75% of the shares present and voting, and (4) other customary conditions.

Both Stillwater and Sibanye Gold Limited have scheduled shareholders’ meetings on April 25, 2017 to conduct voting related to the proposed merger.  

About Stillwater Mining Company

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. 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. The Company is engaged in the development, extraction and processing PGMs from a geological formation in south-central Montana recognized as the J-M Reef. The J-M Reef is the only known significant source of PGMs in the U.S. and the highest-grade PGM deposit known in the world. The Company also recycles PGMs from spent catalytic converters and other industrial sources. The Company owns the Marathon PGM-copper deposit in Ontario, Canada, and the Altar porphyry copper-gold deposit located in the San Juan province of Argentina. The Company’s shares are traded on the New York Stock Exchange under the symbol SWC. Information about the Company can be found at its website: www.stillwatermining.com.

SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS

This press release includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "target," "will," "forecast," "expect," "potential," "intend," "estimate," "anticipate," "can" and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Statements related to the closing of the transaction with Sibanye are forward-looking statements. The forward-looking statements contained in this press release involve a number of known and unknown risks, uncertainties and other factors, many of which are difficult to predict and generally beyond the control of Stillwater, that could cause Stillwater's actual results and outcomes to be materially different from historical results or from any future results expressed or implied by such forward-looking statements. Such risks, uncertainties and other factors include, without limitation: Sibanye’s or Stillwater’s ability to complete the proposed transaction and the inability to complete the proposed transaction due failure to obtain approval of the shareholders of Sibanye or Stillwater or other conditions in the merger agreement. These forward-looking statements speak only as of the date of this press release.

CONTACT:
Mike Beckstead
(720) 502-7671
[email protected]



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