- The deadline to vote is at 10:00 am
(Pacific Time) on Friday, August 26, 2022.
- For any questions, please contact
Alexco's proxy solicitation agent and communications advisor, Laurel Hill Advisory
Group, toll free at 1-877-452-7184 (+1-416-304-0211 outside North America) or email assistance@laurelhill.com.
VANCOUVER, BC, Aug. 18,
2022 /PRNewswire/ - Alexco Resource Corp.
(NYSE American: AXU) (TSX: AXU) ("Alexco" or the
"Company") is pleased to announce that a second independent,
third-party proxy advisory firm, Glass Lewis & Co. LLC
("Glass Lewis") has recommended Alexco shareholders
("Alexco Shareholders") vote "FOR" the proposed acquisition
of Alexco by 1080980 B.C. Ltd.
("108"), a subsidiary of Hecla Mining Company
("Hecla") at the upcoming
special meeting of securityholders to be held on Tuesday, August 30, 2022, at 10:00
a.m. (Pacific Time) (the "Meeting").
At the Meeting, securityholders will be asked to consider and,
if deemed advisable, pass a special resolution (the "Arrangement
Resolution") to approve an arrangement (the
"Arrangement"), in accordance with the terms of an
arrangement agreement entered into by the Company and Hecla on July 4,
2022, as assigned and amended (the "Arrangement
Agreement") pursuant to which 108 will acquire all of the
issued and outstanding common shares of Alexco (the "Alexco
Shares") that it does not already own by way of a statutory
plan of arrangement under the Business Corporations Act
(British Columbia). Under the
terms of the Arrangement, Alexco Shareholders will receive 0.116
common shares in the capital of Hecla (each common share, a "Hecla
Share") for each Alexco Share held (the
"Consideration").
In their report, Glass Lewis noted: "Based on the compelling
rationale underpinning the proposed merger, as well as reasonable
financial terms, we believe that the proposed merger warrants
shareholder support."
Alexco's board of directors UNANIMOUSLY recommends that
securityholders
VOTE FOR the Arrangement
Resolution
Reasons for the
Arrangement
In evaluating and unanimously approving the Arrangement, the
special committee of independent Alexco directors (the "Special
Committee") and the board of directors of Alexco (the
"Board") gave careful consideration to the current position
and condition and the expected and potential future position and
condition of the business of the Company, and all terms of the
Arrangement Agreement, including the conditions precedent,
representations and warranties and deal protection provisions. The
Special Committee and the Board considered a number of factors
including, among others, the following:
- Premium. The Consideration to be received by Alexco
Shareholders pursuant to the Arrangement represents a premium of
12% on a spot basis to the July 1,
2022 closing price, and 24% premium using the trailing 5-day
volume weighted average trading price on the NYSE American for
Alexco Shares and the NYSE for Hecla Shares as of market close on
July 1, 2022.
- Liquidity. Based on the immediate financing
requirements, the business, operations, financial condition and
prospects of the Company, as well as the current and prospective
environment in which the Company operates, including macroeconomic
conditions in Canada and globally,
there is a significant risk that the Alexco Shares could continue
to trade below US$0.417, the closing
price as at July 1, 2022, over the
short to medium term. The Consideration provides Alexco
Shareholders with immediate liquidity at a price that may not be
available in the absence of the Arrangement.
- Strengths and Strategic Fit. If the Arrangement is
completed, it is expected that Alexco Shareholders will benefit
from:
(i) the consolidation of the assets of
Alexco and Hecla;
(ii) jurisdictional and project risk
diversification; and
(iii) enhanced capital
markets profile, financing capacity and access to
capital.
|
- Alexco Shareholders will also be able
to continue to participate in the potential upside from any
exploration and development success related to the properties of
Alexco, as well as the other properties of Hecla. It is expected that Alexco Shareholders
will hold approximately 3% of the Hecla Shares on an outstanding
undiluted basis upon completion of the Arrangement.
- Process. The Arrangement with Hecla resulted from discussions that began
months ago. During that time, the management and financial advisors
of Alexco communicated with several other parties regarding
potential transactions. Confidentiality agreements were entered
into with seven potential acquirors or merger partners. Discussions
were held with each. The Arrangement is the most attractive of
those alternatives. All potential acquirors or merger partners
expressed the view that existing silver purchase agreement between
Wheaton Precious Metals Corp. ("Wheaton") and Alexco and
certain of its subsidiaries (the "Wheaton Stream Agreement")
would require amendment to ensure the financial viability of
Alexco's conventional mining and milling of silver-lead-zinc ore
from certain deposits in the Keno Hill District in Yukon, Canada (the "Keno Hill
Project"). Of all of the parties the Company approached, only
Hecla was successful in
negotiating satisfactory arrangements with Wheaton with respect to
the Wheaton Stream Agreement.
- Business and Industry Risks. The business, operations,
assets, financial condition, operating results and prospects of
Alexco are subject to significant uncertainty, including risks
associated with Wheaton's silver purchase streaming rights on its
Keno Hill Project, risks associated with a negative working capital
position, and risks associated with obtaining financing on
acceptable terms or at all. The Special Committee concluded that
the Company immediately required additional financing and of the
financing alternatives, the Arrangement provided a more favourable
outcome to the Company and its stakeholders than any other option
that was reasonably available. Further, the Special Committee
determined that the Consideration under the Arrangement is more
favourable to Alexco Shareholders than continuing with Alexco's
current business plan in light of these risks and
uncertainties.
The management information circular dated July 28, 2022 and related meeting materials
(collectively, the "Meeting Materials") have been filed by
the Company on SEDAR and EDGAR and are available under the
Company's profile on SEDAR at www.sedar.com and on EDGAR
at www.sec.gov. The Meeting Materials are also available on
the Company's website at Alexco - Investors - Special Meeting
(https://alexcoresource.com/investors/special-meeting-of-shareholders/).
How to Vote
Due to the essence of time, Alexco securityholders are
encouraged to vote online or by telephone.
THE VOTING DEADLINE IS 10:00
a.m. (Vancouver Time) ON FRIDAY
AUGUST 26, 2022
|
Beneficial
Shareholder Shares held with a broker,
bank or other intermediary
|
Registered
Shareholders Shares held in own name and
represented by a physical
certificate
|
Option holders,
DSU holders and RSU holders
|
|
www.proxyvote.com
|
www.investorvote.com
|
www.investorvote.com
|
|
Call or fax to the
number(s)
listed on your voting
instruction form
|
Phone:
1-866-732-8683
Fax: 1-866-249-7775
|
Phone:
1-866-732-8683
Fax: 1-866-249-7775
|
|
Return the voting
instruction
form in the enclosed envelope
|
Return the YELLOW form
of
proxy in the enclosed postage
paid envelope
|
Return the GREEN form
of
proxy in the enclosed postage
paid envelope
|
Shareholder Questions and Voting
Assistance
For any questions or assistance with voting, Alexco
securityholders can contact the Company's proxy solicitation agent,
Laurel Hill Advisory Group:
Laurel Hill Advisory Group
North America Toll Free: 1-877-452-7184
Outside North America:
1-416-304-0211
Email: assistance@laurelhill.com
About Hecla
Founded in 1891, Hecla Mining Company (NYSE: HL)
is the largest silver producer in the
United States. In addition to operating mines in
Alaska, Idaho and Quebec,
Canada, Hecla
owns a number of exploration properties and pre-development projects in world-class silver and gold mining districts throughout North America.
About Alexco
Alexco is a Canadian primary silver company that owns and
operates the majority of the historic Keno Hill Silver District in
Canada's Yukon Territory, one of the highest-grade
silver mines in the world.
Website: www.alexcoresource.com
Forward-Looking
Statements
Some statements ("forward-looking statements") in this news
release contain forward-looking information concerning the Meeting,
Alexco's anticipated results and developments in Alexco's
operations in future periods, planned exploration and development
of its properties, plans related to its business and other matters
that may occur in the future, made as of the date of this news
release. Forward-looking statements may include, but are not
limited to, statements regarding the Meeting, statements with
respect to the consummation and timing of the Arrangement; approval
by Alexco securityholders; the satisfaction of the conditions
precedent to the transaction; the perceived benefits of the
Arrangement; the Consideration to be received by Alexco
shareholders in connection with the Arrangement; the timing,
receipt and anticipated approval of the court, and of any other
regulatory consents and approvals. Forward-looking statements are
subject to a variety of known and unknown risks, uncertainties and
other factors, which could cause actual events or results to differ
from those expressed or implied by the forward-looking statements.
Such factors include, among others, the risk that the Arrangement
may not close when planned or at all or on the terms and conditions
set forth in the Arrangement Agreement; the failure of the Company
and Hecla to obtain the necessary
regulatory, court, securityholder, and other third-party approvals,
or to otherwise satisfy the conditions to the completion of the
Arrangement, in a timely manner, or at all, may result in the
Arrangement not being completed on the proposed terms, or at all;
changes in laws, regulations and government practices; if a third
party makes a Superior Proposal (as defined in the Arrangement
Agreement), the Arrangement may not be completed and the Company
may be required to pay the Termination Fee (as defined in the
Arrangement Agreement); if the Arrangement is not completed, and
the Company continues as an independent entity, there are risks
that the announcement of the Arrangement and the dedication of
substantial resources of the Company to the completion of the
Arrangement could have an impact on the Company's current business
relationships and could have a material adverse effect on the
current and future operations, financial condition and prospects of
the Company; future prices of silver, gold, lead, zinc and other
commodities; market competition; and the geopolitical, economic,
permitting and legal climate that Alexco and Hecla operate in. Forward-looking statements
are based on certain assumptions that management believes are
reasonable at the time they are made. In making the forward-looking
statements included in this news release, Alexco has applied
several material assumptions, including, but not limited to,
assumptions as to the ability of Alexco and Hecla to receive, in a timely manner and on
satisfactory terms, the necessary regulatory, court, securityholder
and other third party approvals; the satisfaction of the conditions
to closing of the Arrangement in a timely manner and completion of
the Arrangement on the expected terms; the expected adherence to
the terms of the Arrangement Agreement and agreements related to
the Arrangement Agreement; the adequacy of Alexco and Hecla's financial resources; favourable equity
and debt capital markets; and stability in financial capital
markets. There can be no assurance that forward-looking statements
will prove to be accurate and actual results and future events
could differ materially from those anticipated in such statements.
Alexco expressly disclaims any intention or obligation to update or
revise any forward-looking statements whether as a result of new
information, future events or otherwise, except as otherwise
required by applicable securities legislation.
View original
content:https://www.prnewswire.com/news-releases/a-second-independent-proxy-advisory-firm-glass-lewis-recommends-alexco-shareholders-vote-for-the-proposed-transaction-with-hecla-301608291.html
SOURCE Alexco Resource Corp.