Coeur d’Alene Mines Corporation (the “Company” or
“Coeur”) (NYSE: CDE) (TSX: CDM) today announced that it is entering
into a definitive agreement pursuant to which Coeur will agree to
acquire all of the issued and outstanding common shares of Orko
Silver Corp. (“Orko”) (TSX VENTURE: OK) in a transaction with a
total value of approximately CAD$350 million. The transaction will
be implemented by way of a plan of arrangement (the “Arrangement”)
under the Business Corporations Act (British Columbia) and is
expected to close in April 2013.
Mitchell J. Krebs, Coeur’s President and Chief Executive Officer
said, “We look forward to realizing the substantial benefits of
this transaction. Orko’s key asset, the La Preciosa silver project
in Mexico, is one of the largest undeveloped silver deposits in the
world and adds a large-scale development opportunity with
significant exploration upside to Coeur’s portfolio. The
combination with Orko will deliver enhanced asset and geographic
portfolio diversification and robust growth prospects for our
combined shareholder base.”
Gary Cope, President and Chief Executive Officer of Orko said,
“This compelling transaction provides Orko shareholders with an
attractive premium, value certainty through the substantial cash
component of Coeur’s offer and the opportunity to share in the
significant upside potential of the combined entity. Coeur has the
financial and operational resources necessary to realize the true
value of La Preciosa and we look forward to working with them to
complete the transaction as expeditiously as possible.”
Based on the closing price of Coeur shares on February 19, 2013,
Coeur’s offer implies a value of CAD$2.46 per Orko share, which
represents a premium of approximately 56% to the unaffected Orko
share price on December 14, 2012, the last trading day prior to the
announcement of Orko’s agreement to be acquired by First Majestic
Silver Corporation (“First Majestic”) (FR.TO) (AG) (FMV.F).
Under the terms of the Arrangement, Orko shareholders may elect
to receive in exchange for each Orko share:
- 0.0815 common shares of Coeur (“Coeur
Shares”), CAD$0.70 cash and 0.01118 warrants to purchase Coeur
shares (“Coeur Warrants”);
- 0.1118 Coeur Shares and 0.01118 Coeur
Warrants, subject to pro-ration as to the number of Coeur Shares if
the total number of Coeur Shares elected by Orko shareholders
exceeds approximately 11.6 million; or
- CAD$2.60 in cash and 0.01118 Coeur
Warrants, subject to pro-ration as to the amount of cash if the
total cash elected by Orko shareholders exceeds CAD$100
million.
If all Orko shareholders were to elect either the all cash (and
Coeur Warrants) or the all share (and Coeur Warrants) alternative,
each Orko shareholder would receive 0.0815 Coeur Shares and
CAD$0.70 in cash, together with 0.01118 Coeur Warrants, for each
Orko share. Following the completion of the transaction, the
current shareholders of Orko will hold approximately 11% of the
issued and outstanding shares of Coeur (prior to the exercise of
the Coeur Warrants).
Orko delivered a notice of termination of its previously
announced agreement with First Majestic and Coeur transmitted the
termination fee to First Majestic, following the February 19, 2013
announcement by First Majestic that it has elected not to exercise
its right to match Coeur’s offer under the terms of the agreement
between Orko and First Majestic. Orko has also cancelled its
special meeting scheduled for 10:00 a.m. Vancouver time, February
20, 2013.
Transaction Next Steps
The transaction has been approved by the Board of Directors of
Coeur and no further corporate or shareholder approvals are
required by Coeur to complete the transaction. The transaction is
not conditional on any financing. The Board of Directors of Orko
has unanimously approved the transaction and has resolved to
unanimously recommend that Orko shareholders vote in favor of the
transaction. BMO Capital Markets and GMP Securities L.P. have
provided an opinion to the Board of Directors of Orko that the
consideration to be received by Orko shareholders under the
transaction is fair, from a financial point of view, to the Orko
shareholders.
The transaction will be carried out by way of a court-approved
plan of arrangement and will require the approval of at least 66
2/3% of the votes cast by the shareholders of Orko, at a special
meeting expected to take place in April 2013. Assuming Orko
shareholders approve the transaction at the special meeting and all
court and regulatory approvals are obtained, the transaction is
expected to close in April 2013.
The arrangement agreement includes non-solicitation provisions,
right to match covenants and provides for the payment of a
termination fee to Coeur of CAD$11.6 million upon the occurrence of
certain events.
Full details of the transaction will be included in a Management
Information Circular to be filed with the regulatory authorities
and mailed to Orko shareholders in accordance with applicable
securities laws. Orko expects to mail the Management Information
Circular in March 2013.
Additional Transaction Details
Each whole Coeur Warrant will be exercisable for one Coeur Share
for a period of four years from the clearance of the registration
statement qualifying the underlying shares at an exercise price of
US$30.00, all subject to adjustment in accordance with the terms of
the warrant. While Coeur will use commercially reasonable efforts
to register the Coeur Shares issuable on exercise of the Coeur
Warrants under applicable United States securities laws and have
the Coeur Warrants listed and posted for trading on the Toronto
Stock Exchange and New York Stock Exchange, the completion of such
registration and listing will not be a condition of closing of the
transaction.
In addition, Coeur will use commercially reasonable efforts,
subject to compliance with certain Coeur contractual obligations,
to make any necessary amendments to the transaction to permit Orko
shareholders who are residents of Canada for purposes of the Income
Tax Act (Canada) (other than such Orko shareholders who are exempt
from tax thereunder) and who would otherwise receive Coeur Shares
under the transaction, to receive instead shares of a
Canadian-incorporated subsidiary of Coeur (the “Exchangeable
Shares”) that are exchangeable into Coeur Shares to allow such Orko
shareholders to receive a tax-deferred roll-over under the Income
Tax Act (Canada) to the extent that the non-share consideration
received does not exceed the shareholder’s cost base for Canadian
tax purposes. While Coeur will use commercially reasonable efforts
to register the Coeur Shares issuable on exchange of the
Exchangeable Shares under applicable United States securities laws,
the completion of such registration will not be a condition of
closing of the transaction.
The transaction contemplates that the Coeur Shares will exempt
from the registration requirements of the United States Securities
Act of 1933, as amended (the “U.S. Securities Act”) pursuant to
Section 3(a)(10) of the U.S. Securities Act. Consequently, the
Coeur Shares will not be registered under the U.S. Securities Act
or under any U.S. state securities laws, other than Coeur Share to
be issued upon exercise of the Coeur Warrants or the exchange of
the Exchangeable Shares which may be registered under the U.S.
Securities Act. This news release shall not constitute an offer to
sell or a solicitation of an offer to purchase the Coeur Shares,
Coeur Warrants, Exchangeable Shares or any other securities, and
shall not constitute an offer, solicitation or sale in any
jurisdiction, province or state in which such an offer,
solicitation or sale would be unlawful.
Advisors
J.P. Morgan is serving as financial advisor to Coeur on this
transaction and Fasken Martineau DuMoulin LLP and Gibson, Dunn
& Crutcher LLP are serving as legal advisors. BMO Capital
Markets and GMP Securities L.P. are acting as financial advisors to
Orko. Stikeman Elliott LLP is acting as legal advisor to Orko.
About Coeur
Coeur d'Alene Mines Corporation is the largest U.S.-based
primary silver producer and a growing gold producer. The Company
has four precious metals mines in the Americas generating strong
production, sales and cash flow in continued robust metals markets.
Coeur produces from its wholly owned operations: the Palmarejo
silver-gold mine in Mexico, the San Bartolomé silver mine in
Bolivia, the Rochester silver-gold mine in Nevada and the
Kensington gold mine in Alaska. The Company also owns a
non-operating interest in a low-cost mine in Australia, and
conducts ongoing exploration activities in Mexico, Argentina,
Nevada, Alaska and Bolivia.
About Orko
Orko Silver Corp. is developing one of the world's largest
undeveloped primary silver deposits, La Preciosa, located near the
city of Durango, in the State of Durango, Mexico.
Cautionary Statement
This news release contains forward-looking statements within the
meaning of securities legislation in the United States and Canada,
and which are based on the expectations, estimates and projections
of management of the parties as of the date of this news release
unless otherwise stated. Forward-looking statements are generally
identifiable by use of the words “expect”, “anticipate”,
“continue”, “estimate”, “objective”, “ongoing”, “may”, “will”,
“project”, “should”, “believe”, “plans”, “intends” or the negative
of these words or other variations on these words or comparable
terminology. More particularly, and without limitation, this news
release contains forward-looking statements and information
concerning expectations regarding the consideration to be issued
pursuant to the transaction, the percentage of Coeur shares which
will be held by former Orko shareholders following the completion
of the transaction, the ability of Coeur and Orko to consummate the
transaction on the terms and in the manner contemplated thereby,
the anticipated benefits of the transaction, the anticipated
benefits to the shareholders of the parties and to the combined
shareholder base on completion of the transaction, the timing and
anticipated receipt of required court and shareholder approvals for
the transaction, the anticipated timing of the mailing of meeting
materials to Orko shareholders, the anticipated timing of the
meeting of Orko shareholders and Coeur’s ability to bring the La
Preciosa project into production. Such forward-looking statements
involve known and unknown risks, uncertainties and other factors
which may cause actual results, performance or achievements to be
materially different from any future results, performance or
achievements expressed or implied by the forward-looking
statements. Such factors include, among others, the time required
to prepare and mail meeting materials to Orko shareholders, the
ability of the parties to receive, in a timely manner and on
satisfactory terms, the necessary court, shareholder, stock
exchange and regulatory approvals and the ability of the parties to
satisfy, in a timely manner, the conditions to the closing of the
transaction, as well as other uncertainties and risk factors set
out in filings made from time to time with the United States
Securities and Exchange Commission, and the Canadian securities
regulators, including, without limitation, Coeur's most recent
reports on Form 10-K and Form 10-Q. Actual results, developments
and timetables could vary significantly from the estimates
presented. Readers are cautioned not to put undue reliance on
forward-looking statements. Coeur disclaims any intent or
obligation to update publicly such forward-looking statements,
whether as a result of new information, future events or otherwise.
Additionally, Coeur undertakes no obligation to comment on
analyses, expectations or statements made by third parties in
respect of Coeur, its financial or operating results or its
securities.
Additional Information and Where to Find It
This document relates to Coeur’s proposed acquisition (the
“Transaction”) of Orko. Coeur Shares issuable upon (i) the exercise
of Coeur Warrants to be issued by Coeur in connection with the
proposed Transaction and (ii) the exchange of Exchangeable Shares
to be issued by a subsidiary of Coeur in connection with the
proposed Transaction which may be registered pursuant to a
registration statement on Form S-1 to be filed with the U.S.
Securities and Exchange Commission (the “SEC”) or issued pursuant
to an available exemption. This document is not a substitute for
any registration statement or any other document that Coeur may
file with the SEC or send to its shareholders in connection with
the offer and/or issuance of Coeur Shares in connection with the
exercise of the Coeur Warrants and exchange of the Exchangeable
Shares. Investors who may receive Coeur Warrants or Exchangeable
Shares in the Transaction are urged to read Coeur’s registration
statement on Form S-1, if and when filed, including the prospectus,
and all other relevant documents that may be filed with the SEC as
and if they become available because they will contain important
information about the issuance of Coeur Shares upon the exercise of
any Coeur Warrants and exchange of any Exchangeable Shares. All
documents, if and when filed, will be available free of charge at
the SEC’s website (www.sec.gov). You may also obtain these
documents by contacting Coeur’s Investor Relations department at
Coeur D’Alene Mines Corporation; Investor Relations; (208)
665-0345; wyang@coeur.com. This document does not constitute an
offer to sell or the solicitation of an offer to buy any
securities.
OK2 Minerals Ltd (TSXV:OK)
Historical Stock Chart
From Jun 2024 to Jul 2024
OK2 Minerals Ltd (TSXV:OK)
Historical Stock Chart
From Jul 2023 to Jul 2024