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.
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