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When Primero Mining (PPP; P.TO) and Northgate Minerals (NXG; NGX.TO) announced a deal in early July 2011 to combine the mining operations to form a mid-tier gold miner, the market seemed excited in the short term about the prospects.

This was expressed in a rising share price of NXG and also a rising share price of PPP, at the time traded only in Toronto. Within 4 days of the deal announcement, investors had a sudden change of heart as rumors started circulating that counter-bidders were circling around the acquirer NXG. The shares of PPP seemed to imply with a large probability that the deal would be off.

Since August 29, these market rumors have been confirmed. On that date, AuRico (NYSE: AUQ) and Northgate announced a definite agreement and a superior offer that apparently Northgate directors could not reject. Primero Mining is now left with the break-up fee as a consolation prize.

AuRico shareholders did not get too excited about the prospect of combining operations with Northgate and the stock took a beating in last week's trading. Not so Northgate stock, which benefited nicely from the superior offer. However, Primero Mining, as the spurnt bride, took a serious shellacking. Volumes traded on day 1 of deal termination reached 6 million on both Canadian and US listings - and the stock plunged intraday by about 20% before recovering some territory during the day.

This seems to be a classical case of motivated sellers dumping the shares of Primero Mining for reasons other than operational or strategic ones.

Admittedly, Primero Mining is not a household name in North American stock markets. In fact, its NYSE listing of shares only occurred on August 15, 2011 and those investors who felt attracted to PPP shares on the NYSE must now be having some second thoughts about the exposure sought over the past 2 weeks. The investors who dumped PPP shares in droves last Monday can hardly be considered the committed long term investors that Primero Mining was eager to attract with its listing on the NYSE. It has to be assumed that the motivated sellers of Primero Mining shares are arbitrageurs not looking beyond the current event driven transaction, which they are well aware got terminated officially.

When a deal breaks apart (for whatever reason), the motivated sellers rarely ask questions - and they should. The rush to the exit gate can occasionally mean that the baby has been tossed out with the bathwater. This appears to be the case here.

The 6 million shares trading volume of Primero Mining last Monday had no fundamental underpinning; it was a strictly fear driven, technical sell off and gut reaction by Mr. Market. The term "knee-jerk" come to mind. This is a classic illustration of herding instincts at work and presents a strong buying opportunity for those investors willing to look beyond the negative short-term event.

UBS, who has been providing a fairness opinion to Northgate, came out with an upgrade on Primero and a $5.50 price target. Since UBS has been on the inside all along on both Northgate transaction proposals, and has had an information advantage over all other unprepared sell side analysts, the upgrade is perhaps a leading indicator of what is in store for Primero shares going forward. Granted, UBS is just acting as a banker and is probably vying for a piece of future Primero investment banking business. I wouldn’t call it an ultra-contrarian, but would be surprised if its trading desk is not snapping up lots of shares from desperate, motivated sellers. It may not have that prop trading desk any more, but it sure isn't devoid of customers that can play an occasional contrarian move.

In a way, it can be argued that following the money trail here can be a possible strategy. I would reckon that UBS knows a lot more about Primero than the average run of the mill event-driven investor.

So, fundamentally speaking, what is this Primero Mining story all about? Is it worth even looking at? Is that UBS informed price target even worth bothering about?

At the time that the Primero deal was announced, I happened to be a committed Northgate shareholder, having acquired NXG shares during the last junior mining downturn with some mixed performance results. Not everything at NXG was all the rage operationally. Kemess and Australian mines gave rise to occasional troubles. Young-Davidson was as of yet not operational. The deal, as originally announced, was greeted by all shareholder factions alike as a good move. Of course, nobody will discard a superior offer just because it happens.

However, when looking back at why NXG shareholders like myself were originally excited about the Primero deal, it quickly comes to mind that Primero is lead by a world class mining CEO, Joe Conway, who had been instrumental in shaping Iamgold (NYSE:IAG) and predecessors into world class mining organizations over a period of 15 years. That Joe Conway left Iamgold in January 2010 was a surprise move to almost everyone in the industry as Iamgold continued to perform well and the reasons for leaving just did not seem obvious. Today, Iamgold has $1 billion in cash on its books and it may still not seem obvious why Mr. Conway left. Is it all explained by entrepreneurial drive to excel at the next junior mining opportunity? Possibly.

Investors took some notice when Joe Conway signed on with little known Primero Mining in August 2010. Primero was created as a mining spin-off from Goldcorp (NYSE: GG). Goldcorp is still a 35% shareholder in Primero and it has the right to increase share ownership to 50%. As a Goldcorp backed spinoff, Primero Mining does not have the worst corporate DNA. I have not yet met anyone who has dissed the accomplishments of Joe Conway. I am thus assuming that the managerial DNA at Primero is impeccable and worth taking some notice, particularly since it has only been 12 months since Primero's San Dimas mining operations were spun off. All kinds of positive PR has circulated regarding what the game plan at Primero was going to be. This game plan includes some occasional M&A activity. Within the context of this game plan, the original Northgate deal was probably an illustration of pretty confident dealmaking by a premier mining CEO. In its design, it would have been a pretty gutsy transaction if successfully concluded. Such are the hallmarks of visionary CEOs.

The July 2011 deal proposed between Primero and Northgate created some excitement with investors and various bloggers as Joe Conway would effectively become the CEO of the combined Northgate/Primero operations. In essence, the original deal had almost the character of a reverse merger. This didn’t sit too well with some Northgate shareholders or sell side analysts who were fretting over lost business opportunities. To use an analogy of Greek mythology, Primero was attempting to be the proverbial Icarus flying too near to the sun. Whenever the humans are full of hubris, the resenting Greek gods are typically swift in their punishing response. Some of this is applicable to Primero and some lessons will no doubt be learnt from this. This could have gone down in history as a gutsy, transformative deal - but it didn’t. It was nevertheless worth the try, as in “nothing ventured, nothing gained.”

With the Primero fast-track M&A hopes puffed up in smoke for now, the crash to reality has been relatively benign. Primero is the proverbial spurnt bride left at the wedding altar. Not good for Primero Mining stock in the short term, but over the long term it will likely be perceived as a drop of water on a hot stone - a non-event, operationally speaking. Strategically speaking, it could have been a transformative event and put the company on the map of more mid-tier investors.

Primero Mining will most likely recover from the insult suffered from being spurnt at the altar. Not a big deal when you also get $25 million in break up fee, and when you just turned in a nice profitable Q2 2011 quarter at the beginning of August.

On the other hand, Northgate had a losing quarter in Q2 2011 and it is already down the termination fee to Primero. Ouch. No wonder AuRico shareholders are less than thrilled about the prospects of combining operations with a less than glamorous Northgate. After all, how bad do operations have to be managed for Q2 2011 results to be money losing, even with an unhedged book of business? This might explain why Northgate's long time CEO resigned in conjunction with the announcement of the Primero transaction. (Actually, 2 days before announcing it.) Northgate is far from a well managed organization and the ascendance of Joe Conway to become CEO of Northgate was generally viewed positively.

This will not happen now. Instead, Joe Conway will simply run the affairs of Primero capably. By all practical means from which I can judge the situation, Primero Mining is now better off than it was before. Its cash position has been strengthened since the original deal announcement. The Q3 2011 quarter should be an unhedged blast. A literal cash flow bonanza will await shareholders. And yet, those motivated sellers cannot figure out what is going on at their little spurnt spinoff company.

Come on!

This small research note on Primero is aimed to add a few perspectives on this underfollowed Goldcorp divestiture - something to put Primero on the radar screen of serious investors, who might disagree with me and chime in with what they know. When Goldcorp spun off this mining asset via reverse merger into an existing shellco, Primero was a $5.25 stock. After initial enthusiasm and reaching a $7 share price, Primero has lost 50% of its market value. Concurrently, the price of gold has risen by 50% during the same time period. Without going into any valuation details too deeply, this overall constellation makes for a potentially intriguing gold producing investment target. The consternation that has been settling in with Primero shareholders is not unusual in the initial seasoning period of any newly listed spin-off company. The market simply doesn’t have the benefit of a long operational history, the assets suffer from certain lack of past investments and expectations have a tendency to be frustrated along the way, rightly or wrongly so. This offers secondary investment opportunities to astute investors.

To Recap

  • Primero is a Goldcorp spin-off (12 months out of the gate)
  • Primero shares reflect certain frustrated expectations
  • Primero is lead by a top notch and gutsy CEO (Joe Conway)
  • Primero is improving its operations (through exploration and milling capex)
  • Primero has an improving balance sheet
  • Primero plans to improve San Dimas gold output from 100,000 oz to 200,000 oz
  • Primero trades at less than 1x book value and less than 3x ttm sales (2x E2011)

I can see lots of things to like about Primero as a long term gold allocation with an opportunistic, borderline contrarian bias.

The Negatives

Negatives include a hedge book that is not well understood or liked, but so far not proving to be problematic as Primero has delivered in the first half of the year all forward silver obligations for the entire fiscal year. Thus the second half of 2011 will be unhedged and – ceteris paribus – a cash flow bonanza.

At this point it looks like Primero is merely a company that, like any spin-off, is dealing with some legacy aspects in its business. The hedge contracts are a contractual obligation to be dealt with and so far they are being dealt with, and not to the detriment of shareholders. If anything, and painting the worst picture of future distress, these hedge obligations remain an off-balance sheet hard obligation of Goldcorp. Time will tell how Primero handles its affairs in this respect.

During the last conference call, Joe Conway addressed some of the questions relating to hedge book, highlighting that one possibility for addressing hedge book is simply producing more volumes. This is why Primero spends some 20-25 MM per annum on exploration activities on the San Dimas property. For those who have followed Mr. Conway at Iamgold and predecessors, he is probably as close to a straight shooter as it gets and I do believe that his word still counts for something in this industry. He may not be right in every corporate move he makes, but it may be a bit too early to tell if targeted production volume are achievable or not.

Buying Primero shares in this respect is like betting on the underdog team. The market has taken an absurd stance in expecting Primero to deliver all forward sold silver now, and right now. This is merely an illustration of the market’s bearishness on the shares. As a contrarian, I respectfully disagree with Mr. Market.

There is also a tax question that Primero hopes to resolve over the course of the current fiscal year. The market is possibly assuming that this tax question cannot be resolved in favor of the company. Time will tell. Mr. Conway is certainly a smart dealmaker and even as a spurnt bride, Primero walked away with some cash.

The next 6 months should clarify many issues. In the short term, PPP investors who have picked up shares over the past 2-6 weeks are voting with their feet. They obviously do not care about the bigger picture and what makes Primero interesting to begin with.

Disclosure: I am long PPP. I used to be a NXG shareholder since 2009. As a long term asset allocation, I prefer PPP though for the various reasons cited, including spinoff inspired operational progression over the coming years.

Source: Primero Mining: Sell-Off Presents Strong Buying Opportunity