Securities Exchange Act of 1934
Exemptive Letter: Exchange offer by HudBay Minerals Inc. for all
outstanding shares of Augusta Resource Corporation
July 15, 2014
Response of the Office of Mergers and Acquisitions
Division of Corporation Finance
Via Facsimile and U.S. Mail
Mark L. Mandel, Esq.
Milbank, Tweed, Hadley & McCloy LLP
1 Chase Manhattan Plaza
New York, NY 10005
Re: HudBay Minerals, Inc. Request for Exemption from Rule 14d-11(e)
Dear Mr. Mandel:
We are responding to your letter requesting exemptive relief dated July 15, 2014 and addressed to Michele Anderson as supplemented by telephone conversations with the staff. To avoid having to recite or summarize the facts set forth in your letter, our response is attached to the enclosed photocopy of your correspondence. Unless otherwise noted, capitalized terms in the letter have the same meaning as in your July 15, 2014 correspondence.
On the basis of the representations made and the facts presented in your July 15, 2014 letter, the Commission hereby grants an exemption from Rule 14d-11(e) under the Exchange Act to permit HudBay to take up Augusta Shares tendered during the Subsequent Offering Period at the intervals described in your letter. We note in granting this relief that Augusta shareholders will retain withdrawal rights until their tendered shares are accepted for payment. We further note your representation that Canadian securities laws prohibit the offeror in a tender offer from taking possession of shares deposited during the Subsequent Offering Period until the expiration of at least ten calendar days after it gives notice of such Subsequent Offering Period or notice of any extension of such period.
The foregoing exemptive relief is based solely on the representations and the facts presented in your letter dated July 15, 2014 and the accompanying letter from Canadian counsel as of the same date and does not represent a legal conclusion with respect to the applicability of the statutory or regulatory provisions of the federal securities laws. The relief granted is strictly limited to the application of the rule listed above to the transaction described in your letter. You should discontinue this transaction pending further consultations with the staff if any of the facts or representations set forth in your letter change. In addition, this position is subject to modification or revocation if at any time the Commission or the Division of Corporation Finance determines that such action is necessary or appropriate in furtherance of the purposes of the Exchange Act.
We also direct your attention to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Sections 10(b) and 14(e) of the Exchange Act, and Rule 10b-5 thereunder. The participants in the transaction contemplated by this grant of exemptive relief must comply with these and any other applicable provisions of the federal securities laws. The Division of Corporation Finance expresses no view on any other questions that may be raised by this transaction, including but not limited to, the adequacy of disclosure concerning and the applicability of any other federal or state laws to such transaction.
For the Commission,
By the Division of Corporation Finance
Pursuant to delegated authority,
Michele M. Anderson
Chief, Office of Mergers and Acquisitions
The Incoming Letter is in Acrobat format.