This excerpt taken from the PCU DEF 14A filed Feb 25, 2005.
Factors Considered by the Special Committee
On October 21, 2004, the special committee, after an extensive review and thorough discussion of all facts and issues it considered relevant with respect to the proposed acquisition of Minera México, concluded unanimously to recommend that our board of directors approve the Agreement and Plan of
Merger and related transaction documents and to determine that the transaction was advisable, fair and in the best interests of our stockholders.
In reaching their conclusion and making their recommendation, the members of the special committee relied on their personal knowledge of our company and the industry in which it is involved and on the advice of its legal and financial advisors and mining consultants. The special committee also reviewed the information provided by Grupo México, our company and its advisors.
The special committee considered numerous factors to be in favor of the acquisition, including, among other things, the following:
The special committee also considered a variety of risks and other potentially negative factors concerning the transaction, including the following:
This discussion of the information and factors considered by the special committee is not intended to be exhaustive, but addresses the major information and factors considered by the special committee in its consideration of the transaction. In reaching its conclusion, the special committee did not find it practical to assign, and did not assign, any relative or specific weight to the different factors that were considered, and individual members of the special committee may have given different weight to different factors.