COEUR D’ALENE, Idaho--(BUSINESS WIRE)--
Coeur d’Alene Mines Corporation (the “Company” or “Coeur”) (CDE) (CDM.TO) today commented on the path to completion of its previously announced binding stock and cash proposal (“Coeur’s Proposal”) to acquire all of the issued and outstanding common shares of Orko Silver Corp. (“Orko”) (TSX VENTURE: OK):
- Orko’s Board of Directors has unanimously determined, after receiving the advice of its financial and legal advisors, that Coeur’s Proposal constitutes a “Superior Proposal” pursuant to its arrangement agreement with First Majestic Silver Corporation (“First Majestic”) (FR.TO) (AG) (FMV.F).
- Based on the closing share prices of Coeur, Orko and First Majestic as of February 15, 2013, Coeur’s Proposal represents a premium of approximately 59% to the Orko share price on December 14, 2012, the last trading day prior to the announcement of Orko’s agreement with First Majestic, and a premium of approximately 20% to the current implied value of the all-stock consideration offered pursuant to the First Majestic arrangement agreement.
- Should First Majestic exercise its matching right by Tuesday, February 19, 2013 at midnight, Coeur believes that the special meeting of Orko shareholders to vote on the First Majestic arrangement should be postponed in order to provide Orko shareholders with sufficient time to evaluate the value represented by Coeur’s Proposal, as compared to the value represented by any potential revision to First Majestic’s all-stock offer.
- Orko shareholders cannot receive the superior value being offered by Coeur if Orko shareholders approve the First Majestic arrangement at the upcoming special meeting of Orko shareholders currently scheduled for Wednesday, February 20, 2013.
Under the terms of Coeur’s Proposal, Orko shareholders may elect to receive in exchange for each Orko share:
- 0.0815 common shares of Coeur (“Coeur Shares”) and 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.
Under the terms of Coeur’s Proposal, each whole Coeur Warrant will be exercisable for one Coeur Share for a period of four years at an exercise price of US$30.00, all subject to adjustment in accordance with the terms of the Coeur Warrants. 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.
Coeur’s Proposal has been approved by the Coeur Board of Directors and no further corporate or shareholder approvals are required by Coeur to complete the transaction. Coeur’s Proposal is not conditional on any financing.
J.P. Morgan is serving as financial advisor to Coeur on this transaction, Fasken Martineau DuMoulin LLP and Gibson, Dunn & Crutcher LLP are serving as legal advisors and Kingsdale Shareholder Services Inc. as Information Agent.