Coeur d'Alene to Buy Orko Silver in C$350M Deal
Coeur d'Alene Mines Corporation (the “Company” or “Coeur”) (NYSE: CDE) 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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