Company has significant properties in Timmins
VANCOUVER, Feb. 22, 2019 /CNW/ – Pan American Silver Corp. (“Pan American” or the “Company”) (NASDAQ:PAAS) (TSX:PAAS) and Tahoe Resources Inc. (“Tahoe”) (TSX:THO) (NYSE: TAHO) today completed the previously announced transaction (the “Arrangement”) whereby Pan American acquired all of the issued and outstanding shares of Tahoe.
Michael Steinmann, President and Chief Executive Officer of Pan American Silver, said: “The completion of the Arrangement establishes the world’s premier silver mining company with an industry-leading portfolio of assets, a robust growth profile and attractive operating margins. We are also now the largest publicly traded silver mining company by free float, offering silver mining investors enhanced scale and liquidity.”
Added Mr. Steinmann: “We have a 25-year track record in Latin America of building successful partnerships with the communities around our operations, respecting the diversity of local populations and safeguarding the natural environment. We welcome the opportunity to work with local communities around the new operations for the benefit of all stakeholders.”
Results of elections by Tahoe shareholders
Pursuant to the Arrangement, Tahoe shareholders had the right to elect to receive either US$3.40 in cash (the “Cash Election”) or 0.2403 of a Pan American share (the “Share Election”) for each Tahoe share, subject in each case to pro-ration based on a maximum cash consideration of US$275 million and a maximum number of Pan American shares issued of 56.0 million. Tahoe shareholders who did not make an election by the deadline of 4:30 pm EST on January 3, 2019 were deemed to have made the Share Election.
The following elections were made:
- holders of 23,661,084 Tahoe shares made the Cash Election; and
- holders of 290,226,406 Tahoe shares made, or were deemed to have made, the Share Election.
Since the aggregate number of Tahoe shares in respect of which Cash Elections were made is less than the Aggregate Cash Consideration (as defined in the Arrangement agreement dated as of November 14, 2018among Pan American, Tahoe and 0799714 B.C. Ltd.), holders of Tahoe shares who made or were deemed to have made the Share Election are subject to pro-ration in the manner described in Tahoe’s management information circular dated December 4, 2018 and will receive consideration per Tahoe share of approximately 19.7% in cash (US$0.67) and approximately 80.3% in Pan American shares (0.1929 of a Pan American share). Tahoe shares in respect of which Cash Elections were made will receive all cash consideration.
In addition, Tahoe shareholders received contingent consideration in the form of one contingent value right (“CVR”) for each Tahoe share. Each CVR will be exchanged for 0.0497 of a Pan American share upon first commercial shipment of concentrate following restart of operations at the Escobal mine. The CVRs are transferable and have a term of 10 years.
In aggregate, Pan American will pay US$275 million in cash and issue 55,990,512 Pan American shares and 313,887,490 CVRs to Tahoe shareholders under the Arrangement. Upon closing of the Arrangement, existing Pan American and former Tahoe shareholders own approximately 73% and 27% of Pan American, respectively. Upon satisfaction of the payment conditions under the terms of the CVRs, Pan American and Tahoe shareholders will own approximately 68% and 32%, respectively, of the combined company (based upon the number of Pan American shares outstanding as at today’s date).
Delisting of Tahoe shares
The shares of Tahoe are expected to be delisted from the Toronto Stock Exchange as of the closing of the market on February 26, 2019 and on the New York Stock Exchange effective as of the closing of the market on March 4, 2019, subject to the approval of each exchange. Pan American has applied for Tahoe to cease to be a reporting issuer under applicable Canadian securities laws and will file to suspend Tahoe’s reporting obligations under U.S. securities laws.
Source : www.sudburyminingsolutions.com