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Coeur d'Alene Mines Corporation (the “Company” or “Coeur”)
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. 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).
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