First Majestic Announces Friendly Acquisition of SilverCrest Mines
VANCOUVER, BRITISH COLUMBIA--(Marketwired - July 27, 2015) - First Majestic Silver Corp. ("First Majestic") (TSX:FR) (NYSE:AG) (FRANKFURT:FMV) (BVM:AG) and SilverCrest Mines Inc. ("SilverCrest") (TSX:SVL) (NYSE MKT:SVLC) (FRANKFURT:CW5) are pleased to announce that the companies have entered into a definitive agreement (the "Arrangement Agreement") pursuant to which First Majestic has agreed to acquire all of the issued and outstanding common shares of SilverCrest for consideration of 0.2769 of a common share of First Majestic (the "Exchange Ratio") plus C$0.0001 in cash per SilverCrest common share. The offer implies a value of C$1.30 per SilverCrest share based on the closing price of First Majestic's common shares on the Toronto Stock Exchange ("TSX") on July 24, 2015. The offer represents a premium of approximately 37% to SilverCrest's 30-day volume-weighted average price ("VWAP") on the TSX for the period ending July 24, 2015 and a 35% premium to SilverCrest's previous closing price. The transaction will be implemented by way of a plan of arrangement (the "Arrangement") under the Business Corporations Act (British Columbia). In addition, shareholders of SilverCrest will receive shares in a newly formed company ("New SilverCrest") which will hold certain exploration assets currently held by SilverCrest and First Majestic.
BENEFITS TO FIRST MAJESTIC SHAREHOLDERS
- Enhances First Majestic's leading position in Mexico, one of the world's most prolific silver and gold regions
- Accretive to First Majestic's net asset value per share, reserves and total resources per share and production per share
- SilverCrest's Santa Elena Mine will be First Majestic's sixth producing silver mine adding further growth potential to First Majestic's portfolio of Mexican projects
- Strengthens First Majestic's balance sheet by adding approximately C$30 million in cash and further enhances the working capital position
- Provides operational and production synergies with the potential for additional cost cutting
- Further diversifies production and cash flow across a robust portfolio of producing mines
BENEFITS TO SILVERCREST SHAREHOLDERS
- Provides SilverCrest shareholders with a highly attractive premium to current market price
- Opportunity to participate in a leading silver producer through an all-share transaction
- Gain access to First Majestic's operational and underground mining expertise
- Diversifies SilverCrest's single asset risk profile and provides exposure to First Majestic's broad portfolio of Mexican assets
- Increased leverage to silver with First Majestic's primarily silver resource base
- Enhances capital markets presence with a pro forma market capitalization in excess of C$700 million based on current share prices including increased analyst coverage, trading liquidity and a broader institutional investor base
- Provides SilverCrest shareholders with ownership in New SilverCrest, a well-capitalized exploration company created to leverage SilverCrest management's exploration expertise
Keith Neumeyer, President & CEO of First Majestic, stated: "We believe this transaction provides an excellent opportunity for the shareholders of both First Majestic and SilverCrest. Shareholders stand to gain significant upside in the combined company with production of well over 20 million silver equivalent ounces per year while maintaining one of the lowest production costs and highest purity to silver in the industry."
J. Scott Drever, CEO of SilverCrest, stated: "We believe the inclusion of SilverCrest's Santa Elena mine into First Majestic's portfolio of operating mines provides the combined company greater flexibility in the current difficult metals market and creates a strong platform from which First Majestic can continue its corporate growth to the benefit of both sets of shareholders. SilverCrest shareholders will benefit from First Majestic's liquidity in the market place, the diversity provided by six mines and Management's long history of successful operations in...
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