Coeur d′Alene Mines Corporation Makes Proposal to Acquire Orko Silver Corp. for Cad$2.70 Per Share in Cash and Stock
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Proposal Offers Orko Shareholders Attractive Premium, Superior Value
Certainty Due to CAD$100M Cash Component, and Opportunity to Participate
in Significant Upside Potential in Combined Company′s Shares and Warrants
Combination Diversifies Coeur′s Precious Metals Asset Portfolio and
Adds Meaningful Growth
Coeur d′Alene Mines Corporation (the 'Company? or 'Coeur?) (NYSE:
CDE) ?(TSX: CDM) today confirmed that it has submitted a binding proposal
('Coeur′s Proposal?) to acquire all of the issued and outstanding common
shares of Orko Silver Corp. ('Orko?) (TSX VENTURE: OK) in a transaction
with a total value of approximately CAD$384 million. Orko today
announced that its Board of Directors has unanimously determined, after
receiving the advice of its financial and legal advisors, that Coeur′s
Proposal constitutes a 'Superior Proposal? pursuant to its arrangement
agreement with First Majestic Silver Corporation ('First Majestic?)
(FR.TO) (AG) (FMV.F). Orko has provided notice of such determination to
First Majestic. Orko also announced that under the arrangement
agreement, First Majestic now has five business days, expiring at 11:59
p.m. PST on Tuesday, February 19, 2013, to offer to amend the terms of
that agreement to match Coeur′s Proposal, failing which Orko will
terminate the arrangement agreement with First Majestic and enter into a
definitive agreement with Coeur reflecting Coeur′s Proposal.
Under the terms of Coeur′s Proposal, Orko shareholders may elect to
receive in exchange for each Orko share:
0.0815 common shares of Coeur ('Coeur Shares?) and 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.
Based on the closing prices of the shares of each of Coeur, Orko and
First Majestic as of February 12, 2013, Coeur′s Proposal implies a value
of CAD$2.70 per Orko share, which represents a premium of approximately
71% to the unaffected Orko share price on December 14, 2012, the last
trading day prior to the announcement of Orko′s agreement with First
Majestic, and a premium of approximately 25% to the implied value of the
consideration offered pursuant to the First Majestic arrangement
agreement.
'We are pleased that Orko′s Board of Directors unanimously determined
that our proposal is superior to the First Majestic offer,? said
Mitchell J. Krebs, Coeur′s President and Chief Executive Officer. 'Based
upon the substantial cash component of the proposal and the liquidity of
Coeur′s common shares, we believe our proposal provides Orko
shareholders with an attractive premium, superior value certainty, and
the opportunity to share in the significant upside potential of the
combined entity. We have a demonstrated track record of developing,
commissioning and operating large-scale precious metals assets as well
as the financial resources necessary to bring Orko′s La Preciosa project
into production. The combination with Orko will deliver enhanced asset
and geographic portfolio diversification and robust growth prospects for
our combined shareholder base. We are committed to this strategic
combination and look forward to expeditiously executing the proposed
agreement.?
Strategic Rationale of the Transaction
- Continued Participation in the La Preciosa Project.
Orko shareholders, through their ownership of Coeur Shares and Coeur
Warrants, would receive a significant premium to the current Orko
share price and would also have the opportunity to continue to
participate in any future value increases associated with the
development and operation of the La Preciosa project, which ranks as
one of the world′s largest undeveloped primary silver projects.
- Access to the Capabilities of Coeur. With its 80-year
operating track record and demonstrated success in developing,
commissioning and operating large-scale projects, Coeur has the
necessary financial strength, and development and operating experience
to bring the La Preciosa project into production. Coeur has
successfully built and now operates the San Bartolom? mine in Bolivia
(US$238 million capital cost, start-up in 2008), the Palmarejo mine in
Mexico (US$353 million capital cost, start-up in 2009) and the
Kensington mine in Alaska (US$435 million capital cost, start-up in
2010) and as such Coeur believes it is better equipped than its peers
to develop and operate La Preciosa.
- Participation in a Company with Geographically Diverse Projects
and Robust Growth Prospects. Orko shareholders would
also benefit from having an equity position in a company with greater
geographic diversity. At present, Coeur has interests in mining
properties located in Mexico, Bolivia, Alaska, Nevada, Australia and
Argentina and operates mines in Alaska, Nevada, Mexico and Bolivia.
The combination would improve the overall profile of the combined
business by further diversifying Coeur′s asset mix and by adding a
world-class development asset to its portfolio. After closing the
proposed transaction, the combined company would have an attractive
portfolio of open-pit and underground operations and a robust growth
profile. The commodity exposure of the combined entity would be
approximately 75% silver and 25% gold.
- Availability of Capital, Strong Cash Flow, and Substantial
Production Profile. Coeur has over US$500 million in
available liquidity to support mine development and further growth
initiatives. In addition, Coeur generates substantial cash flow from
its existing portfolio of mines. During the trailing twelve month
period ended September 30, 2012, Coeur′s Adjusted EBITDA was US$406
million1. (Net income was $22.5 million for the equivalent
period.) In addition, Coeur produced 18.0 million ounces of silver and
an all-time high 226,491 ounces of gold for the full year ended
December 31, 2012.
- Increased Market Capitalization of Coeur and Liquidity.
Coeur is listed on both the New York Stock Exchange and Toronto Stock
Exchange and has a market capitalization of more than US$2 billion.
Coeur′s shares are highly liquid with an average daily trading volume
of 1.6 million shares, representing US$38 million on a daily basis
over the last twelve months. Coeur′s Board of Directors and management
are confident that Orko shareholders would effectively view Coeur′s
share consideration as an equivalent to cash as it would take just
seven days to trade the entire share consideration under the proposed
transaction.
Coeur′s Proposal has been approved by the Coeur Board of Directors and
no further corporate or shareholder approvals are required by Coeur to
complete the transaction. Coeur′s Proposal is not conditional on any
financing.
Additional Transaction Details
Each whole Coeur Warrant will be exercisable for one Coeur Share for a
period of four years at an exercise price of US$30.00, all subject to
adjustment in accordance with the terms of the warrant (the 'Coeur
Warrants?). While Coeur will use commercially reasonable efforts to
register the Coeur Shares issuable on exercise of the Coeur Warrants
under applicable United States securities laws and have the Coeur
Warrants listed and posted for trading on the Toronto Stock Exchange and
New York Stock Exchange, the completion of such registration and listing
will not be a condition of closing of the transaction.
In addition, Coeur will use commercially reasonable efforts, subject to
compliance with certain Coeur contractual obligations, to make any
necessary amendments to permit Orko shareholders who are residents of
Canada for purposes of the Income Tax Act (Canada) (other than such Orko
shareholders who are exempt from tax thereunder) and who would receive
Coeur Shares under Coeur′s Proposal to receive, instead of Coeur Shares,
shares of a Canadian-incorporated subsidiary of Coeur (the 'Exchangeable
Shares?) that are exchangeable into Coeur Shares to allow such Orko
shareholders to receive a tax-deferred roll-over under the Income Tax
Act (Canada) to the extent that the non-share consideration received
does not exceed the shareholder′s cost base for Canadian tax purposes.
While Coeur will use commercially reasonable efforts to register the
Coeur Shares issuable on exchange of the Exchangeable Shares under
applicable United States securities laws, the completion of such
registration will not be a condition of closing of the transaction.
Coeur′s Proposal contemplates that the Coeur Shares will be issued in a
transaction exempt from the registration requirements of the United
States Securities Act of 1933, as amended (the 'U.S. Securities Act?)
pursuant to Section 3(a)(10) of the U.S. Securities Act. Consequently,
the Coeur Shares, other than Coeur Shares to be issued upon exercise of
the Coeur Warrants or the exchange of the Exchangeable Shares, will not
be registered under the U.S. Securities Act or under any U.S. state
securities laws. This news release shall not constitute an offer to sell
or a solicitation of an offer to purchase the Coeur Shares, Coeur
Warrants, Exchangeable Shares or any other securities, and shall not
constitute an offer, solicitation or sale in any jurisdiction, province
or state in which such an offer, solicitation or sale would be unlawful.
Advisors
J.P. Morgan is serving as financial advisor to Coeur on this transaction
and Fasken Martineau DuMoulin LLP and Gibson, Dunn & Crutcher LLP are
serving as legal advisors.
Conference Call Information
Coeur will host a conference call and webcast at 9:00 a.m. EST today to
provide more information on this announcement. The webcast and
accompanying slides can be accessed at www.coeur.com.
An audio archive of the call will be available at Coeur′s website until
March 13, 2013 at 11:59 p.m. EDT.
Conference Call Dial-in: | ? | ? |
|
International: 973-935-2840 | |||
Passcode: 10427347 | |||
? | |||
Replay Dial-in: | Domestic: 800-585-8367 | ||
International: 404-537-3406 | |||
Passcode: 10427347 |
About Coeur
Coeur d'Alene Mines Corporation is the largest U.S.-based primary silver
producer and a growing gold producer. The Company has four precious
metals mines in the Americas generating strong production, sales and
cash flow in continued robust metals markets. Coeur produces from its
wholly owned operations: the Palmarejo silver-gold mine in Mexico, the
San Bartolom? silver mine in Bolivia, the Rochester silver-gold mine in
Nevada and the Kensington gold mine in Alaska. The Company also owns a
non-operating interest in a low-cost mine in Australia, and conducts
ongoing exploration activities in Mexico, Argentina, Nevada, Alaska and
Bolivia.
1 | ? | Adjusted EBITDA is a financial measure not calculated in accordance with U.S. generally accepted accounting principles. Please see the table in the Appendix for reconciliation of Adjusted EBITDA to U.S. GAAP. |
Cautionary Statement
This news release contains forward-looking statements within the meaning
of securities legislation in the United States and Canada, including
expectations regarding the enterprise value of Orko, the value of
Coeur′s shares and Orko′s shares, the consideration to be issued
pursuant to the proposal, the ability of Coeur and Orko to consummate
the transaction on the terms and in the manner contemplated thereby, and
Coeur operating results, production levels and operating costs. Such
forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause actual results,
performance or achievements to be materially different from any future
results, performance or achievements expressed or implied by the
forward-looking statements. Such factors include, among others, the risk
that permits necessary for the planned Rochester expansion may not be
obtained, the risks and hazards inherent in the mining business
(including environmental hazards, industrial accidents, weather or
geologically related conditions), changes in the market prices of gold
and silver, the uncertainties inherent in Coeur's production,
exploratory and developmental activities, including risks relating to
permitting and regulatory delays and disputed mining claims, ground
conditions, grade variability, any future labor disputes or work
stoppages, the uncertainties inherent in the estimation of gold and
silver ore reserves, changes that could result from Coeur's future
acquisition of new mining properties or businesses, reliance on third
parties to operate certain mines where Coeur owns silver production and
reserves, the loss of any third-party smelter to which Coeur markets
silver and gold, the effects of environmental and other governmental
regulations, the risks inherent in the ownership or operation of or
investment in mining properties or businesses in foreign countries,
Coeur's ability to raise additional financing necessary to conduct its
business, make payments or refinance its debt, as well as other
uncertainties and risk factors set out in filings made from time to time
with the United States Securities and Exchange Commission, and the
Canadian securities regulators, including, without limitation, Coeur's
most recent reports on Form 10-K and Form 10-Q. Actual results,
developments and timetables could vary significantly from the estimates
presented. Readers are cautioned not to put undue reliance on
forward-looking statements. Coeur disclaims any intent or obligation to
update publicly such forward-looking statements, whether as a result of
new information, future events or otherwise. Current mineralized
material estimates include disputed and undisputed claims at Rochester.
While the Company believes it holds a superior position in the ongoing
claim dispute, the Company believes an adverse legal outcome would cause
it to modify mineralized material estimates. Additionally, Coeur
undertakes no obligation to comment on analyses, expectations or
statements made by third parties in respect of Coeur, its financial or
operating results or its securities.
Donald J. Birak, Coeur's Senior Vice President of Exploration and a
qualified person under Canadian National Instrument 43-101, supervised
the preparation of the scientific and technical information in this news
release. For a description of the key assumptions, parameters and
methods used to estimate mineral reserves and resources, as well as data
verification procedures and a general discussion of the extent to which
the estimates may be affected by any known environmental, permitting,
legal, title, taxation, socio-political, marketing or other relevant
factors, please see the Technical Reports for each of Coeur's properties
as filed on SEDAR at www.sedar.com.
Cautionary Note to U.S. Investors-The United States Securities and
Exchange Commission permits U.S. mining companies, in their filings with
the SEC, to disclose only those mineral deposits that a company can
economically and legally extract or produce. We may use certain terms in
public disclosures, such as 'measured,' 'indicated,' 'inferred? and
'resources,' that are recognized by Canadian regulations, but that SEC
guidelines generally prohibit U.S. registered companies from including
in their filings with the SEC. U.S. investors are urged to consider
closely the disclosure in our Form 10-K which may be secured from us, or
from the SEC's website at http://www.sec.gov.
Additional Information and Where to Find It
This document relates to Coeur D′Alene Mines Corporation′s ('Coeur?)
proposed acquisition (the 'Transaction?) of Orko Silver Corp. Shares of
Coeur′s common stock (the 'Coeur Shares?) issuable upon (i) the exercise
of warrants (the 'Warrants?) to acquire Coeur Shares to be issued by
Coeur in connection with the proposed Transaction and (ii) the exchange
of exchangeable securities (the 'Exchangeable Shares?) to be issued by a
subsidiary of Coeur in connection with the proposed Transaction which
may be registered pursuant to a registration statement on Form S-4 to be
filed with the U.S. Securities and Exchange Commission (the 'SEC?) or
issued pursuant to an available exemption. This document is not a
substitute for any registration statement or any other document that
Coeur may file with the SEC or send to its shareholders in connection
with the offer and/or issuance of Coeur Shares in connection with the
exercise of the Warrants and exchange of the Exchangeable Shares.
Investors who may receive Warrants or Exchangeable Shares in the
Transaction are urged to read Coeur′s registration statement on Form
S-4, if and when filed, including the prospectus, and all other relevant
documents that may be filed with the SEC as and if they become available
because they will contain important information about the issuance of
Coeur Shares upon the exercise of any Warrants and exchange of any
Exchangeable Shares. All documents, if and when filed, will be available
free of charge at the SEC′s website (www.sec.gov).
You may also obtain these documents by contacting Coeur′s Investor
Relations department at Coeur D′Alene Mines Corporation; Investor
Relations; (208) 665-0345; wyang@coeur.com.
This document does not constitute an offer to sell or the solicitation
of an offer to buy any securities.
Non-U.S. GAAP Measures
This news release discloses our Adjusted EBITDA, which is a supplemental
financial measure not calculated under United States generally accepted
accounting principles (U.S. GAAP). We believe that this adjusted measure
provides meaningful information to assist management, investors and
analysts in understanding our financial results and assessing our
prospects for future performance. We believe Adjusted EBITDA is a useful
indicator of our recurring operations because it excludes items that may
not be indicative of, or are unrelated to our core operating results,
and provides a better baseline for analyzing trends in our underlying
businesses.
APPENDIX | |||||
? | ? | ||||
(in thousands) | Twelve Months Ended | ||||
Net income (loss) | $ | 22,491 | |||
Income tax provision | 109,163 | ||||
Interest expense, net of capitalized interest | 29,800 | ||||
Interest and other income | (9,753 | ) | |||
Fair value adjustments, net | 25,687 | ||||
Loss on debt extinguishments | 3,886 | ||||
Depreciation and depletion | ? | ? | 224,626 | ? | |
Adjusted EBITDA | ? | ? | $ | 405,900 | ? |
Coeur d′Alene Mines Corporation
Wendy Yang, Vice President,
Investor Relations
(208) 665-0345
or
Stefany Bales,
Director, Corporate Communications
(208) 667-8263
or
Joele
Frank, Wilkinson Brimmer Katcher
Tim Lynch / Meaghan Repko /
Averell Withers
(212) 355-4449
or
www.coeur.com