First Majestic Silver Corp. and Orko Silver Corp. have entered into a definitive agreement pursuant to which First Majestic has agreed to acquire all of the issued and outstanding common shares of Orko for consideration of 0.1202 of a common share of First Majestic plus 0.01 cent in cash per Orko common share. The offer implies a value of $2.72 per Orko share based on the closing prices of both First Majestic and Orko’s common shares on the Toronto Stock Exchange and TSX Venture Exchange, respectively, on Dec. 14, 2012. The offer represents a premium of approximately 69 per cent to Orko’s 30-day volume-weighted average price for the period ending Dec. 14, 2012. The transaction will be implemented by way of a plan of arrangement under the Business Corporations Act (British Columbia).
Benefits to First Majestic shareholders:
- Adds La Preciosa, one of the largest undeveloped primary silver resources globally, to First Majestic’s already robust growth portfolio of Mexican assets;
- Further enhances First Majestic’s land position in the Sierra Madre belt, one of the world’s most prolific silver and gold regions;
- Increases leverage to silver with very large, predominantly silver, resource base;
- La Preciosa’s planned development timeline blends well with First Majestic’s existing organic growth strategy, with anticipated start-up timed after the ramp-up of Del Toro and La Guitarra;
- La Preciosa, located in the state of Durango, is in close proximity to First Majestic’s existing La Parrilla and Del Toro mines, allowing First Majestic to strengthen its position in the area, employ its in-country expertise in mine development and realize potential operational synergies;
- The transaction is accretive to First Majestic’s net asset value per share, resources per share and longer-term production and cash flow per share.
Benefits to Orko shareholders:
- Provides Orko shareholders with a significant premium to the current market price;
- Opportunity to participate in a leading silver producer through an all-share transaction;
- Diversifies Orko’s single-asset risk profile and provides exposure to First Majestic’s diversified portfolio of producing and development assets in Mexico;
- Obtains access to First Majestic’s mine building experience, operating expertise and financial strength reducing risk of the development of La Preciosa;
- Enhances capital markets presence with a pro forma market capitalization in excess of $3-billion based on current share prices, including increased analyst coverage, trading liquidity and a broader institutional investor base.
Keith Neumeyer, president and chief executive officer of First Majestic, stated: “We believe this transaction provides an exceptional opportunity for the shareholders of both companies. Orko is an excellent strategic fit within First Majestic, further strengthening our presence in Mexico by providing another high-quality development project to our existing asset portfolio in an area that we are already very familiar with. Orko shareholders stand to realize a substantial premium and to capitalize on the track record of value creation that First Majestic brings.”
Gary Cope, president and chief executive officer of Orko, said: “We believe this transaction is highly attractive to Orko shareholders and is the culmination of many years of success Orko has had in growing and advancing one of the largest undeveloped primary silver deposits in the world. We are very pleased to join forces with First Majestic in a transaction which brings the necessary capital and mine building expertise that is required to advance La Preciosa to production.”
Under the terms of the arrangement agreement, on closing, each Orko shareholder will receive 0.1202 common share of First Majestic plus 0.01 cent in cash per Orko common share held. Pursuant to the transaction, First Majestic will (assuming exercise of all existing Orko stock options) issue approximately 17.1 million common shares, valuing Orko’s equity at approximately $387-million. Following the completion of the transaction, the current shareholders of Orko will hold approximately 13 per cent of the issued and outstanding shares of First Majestic. The transaction will be carried out by way of a court-approved plan of arrangement and will require the approval of at least 66-2/3 per cent of the votes cast by the shareholders and optionholders of Orko, voting together as a single class, at a special meeting expected to take place in February, 2013. In addition to shareholder and court approvals, the transaction is subject to applicable regulatory approvals and the satisfaction of certain other closing conditions customary in transactions of this nature.
The arrangement agreement includes customary provisions, including non-solicitation of alternative transactions, right to match superior proposals and fiduciary-out provisions. In addition, Orko has agreed to pay a termination fee to First Majestic of $11.6-million upon the occurrence of certain events. First Majestic and Orko have each agreed to reimburse the other party for certain expenses upon the occurrence of certain other events.
The board of directors of Orko has unanimously approved the transaction and will provide a written recommendation that Orko securityholders vote in favour of the transaction which will be included in the information circular to be mailed to securityholders in connection with the arrangement. Each of the directors and senior officers of Orko, who hold approximately 8 per cent of the issued and outstanding Orko shares (assuming exercise of all existing Orko stock options), has entered into a voting agreement with First Majestic and has agreed to vote in favour of the transaction at the special meeting of Orko securityholders to be held to consider the arrangement.
Full details of the arrangement will be included in a management information circular to be filed with the regulatory authorities and mailed to Orko securityholders in accordance with applicable securities laws. Orko expects to mail the management information circular in January, 2013.
Advisers and counsel
Dundee Capital Markets acted as exclusive financial adviser and McCullough O’Connor Irwin LLP acted as legal counsel to First Majestic. Dundee Capital Markets has provided an opinion to the First Majestic board of directors that, based upon and subject to the assumptions, limitations and qualifications in the opinion, the consideration being offered by First Majestic to Orko pursuant to the transaction is fair, from a financial point of view, to First Majestic.
BMO Capital Markets and GMP Securities L.P. acted as financial advisers, and Stikeman Elliott LLP acted as legal adviser to Orko. BMO Capital Markets and GMP Securities L.P. have each provided an opinion to the board of directors of Orko that, based upon and subject to the assumptions, limitations and qualifications in the opinions, the consideration to be received is fair, from a financial point of view, to the shareholders of Orko.
First Majestic and Orko will host a joint conference call and webcast on Dec. 17, 2012, at 8:30 a.m. Eastern Time/5:30 a.m. Pacific Time, for members of the investment community to discuss the proposed transaction. The call-in details are as follows:
- Toll-free Canada and the United States: 1-800-319-4610;
- Outside Canada and the United States: 1-604-638-5340;
- Toll-free Germany: 0800-180-1954;
- Toll-free United Kingdom: 0808-101-2791.
The conference call will be recorded and you can listen to an archive of the conference by calling:
- Toll-free Canada and the United States: 1-800-319-6413;
- Outside Canada and the United States: 1-604-638-9010;
- Access code: 3928.
An archived webcast of the conference call will also be available on the First Majestic website.