Pan American Silver (PAAS) to Make Bid to Acquire Aquiline Shares
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Pan American Silver Corp. (NASDAQ: PAAS) and Aquiline Resources Inc. are pleased to announce that they have signed a support agreement to which Pan American will make a formal take-over bid to acquire all of the issued and outstanding shares of Aquiline. Contemporaneously with the Share Offer, Pan American also proposes to make formal take-over bids for each outstanding series of Aquiline warrants and the Aquiline convertible debenture. The transaction value implied by all of the offers is approximately $626 million.
The Share Offer will be made on the basis of 0.2495 of a Pan American common share, plus 0.1 of a Pan American common share purchase warrant for each Aquiline common share. Each of these warrants will entitle the holder to acquire one Pan American common share at a price of $35.00 per Pan American common share for a period of five years after the date on which Pan American first pays for Aquiline common shares tendered to the Share Offer.
The offer represents a premium of approximately 36.6% over the closing price of Aquiline common shares on the TSX on October 13, 2009, and a 62.0% premium to Aquiline's 10-day volume weighted average price.
Pan American's financial advisor is Goldman, Sachs & Co., and its legal counsel is Borden Ladner Gervais LLP and Skadden, Arps, Slate, Meagher & Flom LLP. Brons & Salas Abogados is legal counsel to Pan American with regard to Argentinean law matters. Aquiline's financial advisor is BMO Capital Markets and its legal advisor is Fogler, Rubinoff LLP. Davis Graham & Stubbs LLP is legal counsel to Aquiline with regard to US law matters. Cardenas, Di Cio, Romero, Tarsitano & Lucero is legal counsel to Aquiline with regard to Argentinean law matters. Aquiline's Special Committee is receiving financial advice from BMO Capital Markets and legal advice from Fasken Martineau DuMoulin LLP. Cormark Securities provided a fairness opinion to the Board of Directors of Aquiline in connection with the Share Offer.
The Share Offer will be made on the basis of 0.2495 of a Pan American common share, plus 0.1 of a Pan American common share purchase warrant for each Aquiline common share. Each of these warrants will entitle the holder to acquire one Pan American common share at a price of $35.00 per Pan American common share for a period of five years after the date on which Pan American first pays for Aquiline common shares tendered to the Share Offer.
The offer represents a premium of approximately 36.6% over the closing price of Aquiline common shares on the TSX on October 13, 2009, and a 62.0% premium to Aquiline's 10-day volume weighted average price.
Pan American's financial advisor is Goldman, Sachs & Co., and its legal counsel is Borden Ladner Gervais LLP and Skadden, Arps, Slate, Meagher & Flom LLP. Brons & Salas Abogados is legal counsel to Pan American with regard to Argentinean law matters. Aquiline's financial advisor is BMO Capital Markets and its legal advisor is Fogler, Rubinoff LLP. Davis Graham & Stubbs LLP is legal counsel to Aquiline with regard to US law matters. Cardenas, Di Cio, Romero, Tarsitano & Lucero is legal counsel to Aquiline with regard to Argentinean law matters. Aquiline's Special Committee is receiving financial advice from BMO Capital Markets and legal advice from Fasken Martineau DuMoulin LLP. Cormark Securities provided a fairness opinion to the Board of Directors of Aquiline in connection with the Share Offer.
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