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).