Proxy adviser backs Augusta poison pill as hostile bid looms – by Bertrand Marotte (Globe and Mail – April 17, 2014)

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Augusta Resource Corp. says a leading independent proxy advisory firm is recommending that shareholders vote for the continuation of the company’s defence plan in the face of the hostile takeover offer by HudBay Minerals Inc.

Vancouver-based Augusta said on Thursday that San Francisco-based Glass, Lewis & Co. backs the mining company’s stance that the shareholder rights plan should continue. HudBay, which is after Augusta’s rich copper-molybdenum project near Tucson, Ariz., is seeking a decision from Canadian securities regulators that would get rid of Augusta’s so-called poison pill.

A poison pill — or shareholders’ defence — allows non-HudBay shareholders to buy additional shares at a discount, making it prohibitively expensive for HudBay to acquire the rest of Augusta it does not already own. Toronto-based HudBay owns about 16 per cent of Augusta. Augusta shareholders are to vote on the poison pill on May 2.

“Our intention is to put the power of this important decision in the hands of Augusta shareholders by giving them the opportunity to vote on the rights plan on May 2, three days before the expiry of HudBay’s bid,” said Augusta president and chief executive officer Gil Clausen.

HudBay spokesman Scott Brubacher said in an e-mail message Thursday that the company has “nothing to say at the present time.”

“…we believe that in a matter as important as a shareholder rights plan, shareholders ought to have a say as to whether or not they support such a plan’s implementation … its potential impact on and relation to shareholders is direct and substantial,” Glass, Lewis & Co. says in its report, according to Augusta’s news release.

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