| First Majestic Silver Corp. |
TSX : FR
NYSE : AG
FRANKFURT : FMV
February 14, 2013 12:53 ET
First Majestic Considering Superior Offer from Coeur to Acquire Orko Silver
VANCOUVER, BRITISH COLUMBIA--(Marketwire - Feb. 14, 2013) - First Majestic Silver Corp. ("First Majestic" or the "Company") (TSX:FR)(NYSE:AG)(FRANKFURT:FMV) announces that it has received a notice from Orko Silver Corp. ("Orko") that Coeur d'Alene Mines Corporation ("Coeur") has made an acquisition proposal for all of the issued and outstanding shares of Orko (the "Coeur Proposal") pursuant to a plan of arrangement. Orko has further advised First Majestic that the board of directors of Orko has determined that the Coeur Proposal constitutes a "Superior Proposal" as defined in the Arrangement Agreement dated December 16, 2012 between First Majestic and Orko (the "Arrangement Agreement") and that Orko intends (subject to First Majestic's right to match the Coeur Proposal) to enter into an agreement with Coeur to implement the Coeur Proposal.
Under the Arrangement Agreement, First Majestic has the right, for a period of five business days from receipt of Orko's notice, to offer to amend the terms of the Arrangement Agreement. If such amended First Majestic proposal results in the Coeur Proposal not being a Superior Proposal, Orko must enter into an agreement with First Majestic to reflect the amended terms of the transaction and must recommend that the Orko securityholders approve the amended transaction with First Majestic. No termination, break or other fee will be payable by Orko to Coeur in respect of First Majestic's exercise of its right to match. In the event that First Majestic elects not to match and if Orko terminates the Arrangement Agreement in order to enter into an agreement with Coeur then Orko is required to pay a break fee to First Majestic in the amount of $11.6 million.
First Majestic is considering its position with respect to the Coeur Proposal and its matching right and will keep the market apprised of further developments.
FIRST MAJESTIC SILVER CORP.
Keith Neumeyer, President & CEO