|First Majestic Silver Corp. and Silvermex Resources Inc. have entered into a definitive agreement pursuant to which First Majestic has agreed to acquire all of the issued and outstanding common shares of Silvermex for a consideration of 0.0355 common share of First Majestic and 0.01 cent in cash per common share of Silvermex. The offer values Silvemex at approximately 60 cents per share, representing a premium of approximately 33 per cent to the closing price of Silvermex as at April 2, 2012, and approximately 43 per cent to the 30-day volume-weighted average price (VWAP). The transaction will be implemented by way of a plan of arrangement under the Business Corporations Act (British Columbia).Benefits to First Majestic shareholders
Benefits to Silvermex shareholders
Keith Neumeyer, president and chief executive officer of First Majestic, stated: “We believe this transaction provides an excellent opportunity for the shareholders of both First Majestic and Silvermex. First Majestic shareholders gain increased exposure to silver and can realize the significant upside in production and reserves that we believe exists at La Guitarra, while Silvermex shareholders realize an immediate premium and can capitalize on the value creation that First Majestic brings going forward.”
Duane Nelson, chief executive officer of Silvermex, added: “First Majestic brings the necessary capital and operational expertise required to accelerate exploration activities and production growth at our La Guitarra mine as well as our other advanced projects. We believe that First Majestic’s proven track record of operational achievements and experience in Mexico will ensure a successful future for the combined company.”
Under the terms of the arrangement, on closing, each Silvermex shareholder will receive 0.0355 common share of First Majestic and 0.01 cent in cash per Silvermex common share. Outstanding Silvermex options will be exchanged for First Majestic shares with a value equal to the in-the-money value of the options (based on the exchange ratio). Outstanding Silvermex warrants will be exchanged for First Majestic shares with a value equal to the in-the-money value of the warrants (based on the exchange ratio) or may be exchanged for equivalent warrants of First Majestic, at the election of the holder. Pursuant to the transaction, First Majestic will issue approximately 9.6 million First Majestic common shares valuing the company at approximately $175.4-million based on First Majestic’s 30-day VWAP on April 2, 2012. Following completion of the transaction, the current First Majestic shareholders will hold approximately 91.7 per cent of the combined company, while current shareholders of Silvermex will hold approximately 8.3 per cent. 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, warrantholders and option holders of Silvermex voting together as a single class at a special meeting expected to take place in June, 2012. 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 no solicitation of alternative transactions, right to match superior proposals and fiduciary-out provisions. Silvermex has agreed to pay a termination fee to First Majestic of $6.14-million upon the occurrence of certain termination events.
The board of directors of Silvermex has unanimously approved the transaction and is expected to provide a written recommendation that Silvermex shareholders vote in favour of the transaction in the information circular to be mailed to shareholders in connection with the arrangement. Each of the directors and senior officers of Silvermex and certain shareholders of Silvermex representing approximately 21 per cent of the issued and outstanding Silvermex securities have entered into voting agreements with First Majestic and have agreed to vote in favour of the transaction at the special meeting of Silvermex 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 Silvermex securityholders in accordance with applicable securities laws. Silvermex expects to mail the management information circular in May, 2012.
Advisers and counsel
BMO Capital Markets acted as exclusive financial adviser to First Majestic and has provided an opinion to the First Majestic board of directors that the consideration to be paid by First Majestic under the transaction is fair, from a financial point of view, to First Majestic. GMP Securities LP, acting as financial adviser to Silvermex, has provided an opinion to the board of directors of Silvermex that, based upon and subject to the assumptions, limitations, and qualifications in the opinion, the consideration to be received is fair, from a financial point of view, to the shareholders of Silvermex. First Majestic’s Canadian, Mexican and U.S. legal counsel are McCullough O’Connor Irwin LLP, Todd y Asociados SC and Clark Wilson LLP respectively. Silvermex’s Canadian and Mexican legal counsel are McMillan LLP and Urias Romero Y Asociados SC respectively.
First Majestic and Silvermex will host a joint conference call and webcast on Tuesday, April 3, 2012, at 11:30 a.m. Eastern Time/8:30 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 United States: 1-800-319-4610
Outside of Canada and U.S.: 1-604-638-5340
Toll-free Germany: 0800-180-1954
Toll-free United Kingdom: 0808-101-2791
Click on webcast on the First Majestic homepage for a simultaneous audio webcast of the conference call.
The conference call will be recorded and you can listen to an archive of the conference by calling:
Canada and U.S. toll-free: 1-800-319-6413
Outside Canada and U.S.: 1-604-638-9010
Pin code: 3928 followed by the pound sign
An archived webcast of the conference call will also be available at the company’s website.
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