🕐08.12.09 - 18:40 Uhr
Pan American Silver Corp Now Owns 84.5% of Aquiline Resources Inc.s Common Shares
Pan American Silver Corp.
Now Owns 84.5% of Aquiline Resources Inc.s
Common Shares
Offers for Remaining Securities Extended Until December 22, 2009
(Note: All currency figures are in CDN$, unless otherwise indicated)
Vancouver, British Columbia - December 8, 2009 - Pan American Silver
Corp.
("Pan American") (TSX:PAA; NASDAQ:PAAS) is pleased to announce
that it has been advised by Kingsdale Shareholder Services Inc.
(the
"Depositary") that 67,216,956 common shares (the "Aquiline Shares") of
Aquiline Resources Inc.
("Aquiline") (TSX:AQI) have been deposited to
Pan Americans offer to acquire all of the issued and outstanding
Aquiline Shares (the "Share Offer"), representing approximately 81.8% of
the Aquiline Shares issued and outstanding as of December 7, 2009
calculated on a Diluted Basis (as defined below).
In addition, Pan
American has been advised by the Depositary that none of Aquilines
February 2008 series of common share purchase warrants, none of
Aquilines May 2008 series of common share purchase warrants and
1,925,000 of Aquilines October 2008 series of common share purchase
warrants (the "October 2008 Warrants) (all warrants together, the
"Aquiline Warrants", and together with the Aquiline Shares and the
Aquiline convertible debenture, the "Aquiline Securities") have been
deposited to Pan Americans offers to acquire each outstanding series of
Aquiline Warrants and the Aquiline convertible debenture (together, the
"Convertible Security Offers", and together with the Share Offer, the
"Offers").
Furthermore, Pan American has been advised by Aquiline that
all of Aquilines November 2008 series of common share purchase warrants
have been exercised for Aquiline Shares.
All of the conditions to the Offers have been satisfied and,
accordingly, Pan American has taken up all Aquiline Securities deposited
to the Offers as of this date.
Together with the Aquiline Shares and Aquiline common share purchase
warrants owned by Pan American prior to the making of the Offers, Pan
American, following the take up of Aquiline Securities deposited to the
Offers to date, owns 72,291,956 Aquiline Shares (assuming the exercise
by Pan American of all of the convertible securities of Aquiline owned
by it or taken up by it to date under the Convertible Security Offers),
representing approximately 88.0 % of the Aquiline Shares on a Diluted
Basis (as defined below).
Pan American would also like to announce that it has extended the
expiration date of its Offers to 9:00 pm Eastern Standard Time on
Tuesday, December 22, 2009 in order to permit Aquiline Securityholders
that have not tendered their Aquiline Securities an opportunity to do
so.
For the purposes of this press release, "Diluted Basis" means the total
number of Aquiline Shares outstanding as of December 7, 2009, together
with all Aquiline Shares issuable on exercise of the October 2008
Warrants which remain outstanding.
About the Offers
The board of directors of Aquiline has unanimously determined that the
Share Offer is fair to Aquiline shareholders and in the best interest of
Aquiline and unanimously recommends that Aquiline shareholders accept
the Share Offer and deposit their Aquiline Shares to the Share Offer.
The board of directors of Aquiline is making no recommendation as to
whether any holders of Aquiline Warrants and the Convertible Debenture
should accept or reject any of the Convertible Security Offers.
BMO Capital Markets, financial advisor to Aquiline, has previously
delivered a fairness opinion to the board of directors of Aquiline in
connection with the Share Offer.
Cormark Securities Inc.
has also
previously delivered a fairness opinion to the board of directors of
Aquiline in connection with the Share Offer.
Pan Americans exclusive
financial advisor for this transaction is Goldman, Sachs & Co.
Based on
the closing price of Pan American common shares on the TSX on October
13th, 2009, being the last trading day prior to announcement of the
Offers (and assuming a value of $0.81 for each 0.1 of a five year Pan
American Warrant (a "Five Year Pan American Warrant")), the implied
value of the Share Offer is $7.47 per Aquiline Share, which represents a
premium of approximately 36.6% over the closing price of Aquiline Shares
on the TSX on the same date, and a 62.0% premium to Aquilines 10-day
volume weighted average price.
Upon successful completion of the
transaction, Aquiline shareholders will own approximately 19% of the
enlarged Pan American.
The Share Offer was made on the basis of 0.2495 of a Pan American common
share, plus 0.1 of a Five Year Pan American Warrant for each Aquiline
Share.
Each whole Five Year Pan American Warrant 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 Shares tendered to the Share
Offer.
The consideration offered pursuant to the Convertible Security
Offers will consist of replacement Pan American securities, exercisable
to acquire Pan American common shares, with similar terms to the
respective Aquiline securities, subject to an adjustment based on a
0.2495 exchange ratio.
The details of the Offers are contained in the take-over bid circular.
The take-over bid circular and related documents have been filed on
SEDAR and EDGAR, and Aquilines directors circular has been filed on
SEDAR.
Aquiline Securityholders may obtain a copy of the take-over bid
circular, letters of transmittal and notice of guaranteed delivery at
the SEDAR web site at www.sedar.com, at the EDGAR web site at
www.sec.gov, at the Pan American web site at www.panamericansilver.com
and from the information agent, Kingsdale Shareholder Services Inc.
("Kingsdale"), who may be contacted toll-free at 1-888-518-6824.
Copies
of the directors circular may be obtained at the SEDAR web site at
www.sedar.com and at Aquilines web site at www.aquiline.com.
The
Depositary for the Offers is Kingsdale.
Inquiries should be directed to
the Depositary toll-free at 1-888-518-6824 or
.
About Pan American
Pan Americans mission is to be the worlds largest and lowest cost
primary silver mining company by increasing its low cost silver
production and silver reserves.
The Company has eight operating mines in
Mexico, Peru, Argentina and Bolivia.
About Aquiline
Aquiline is an exploration and development company advancing one of the
worlds largest undeveloped silver deposits (Navidad), as well as a
gold/silver deposit (Calcatreu), both of which are situated in southern
Argentina, as well as a gold deposit in Peru (Pico Machay).
Information Contact
Pan American Silver Corp.
(604) 684-1175
www.panamericansilver.com
Aquiline Resources Inc.
(416) 599-4133
www.aquiline.com
Additional Information About The Transaction And Where To Find It
In connection with the proposed transaction, Pan American has filed a
registration statement on Form F-80 with the United States Securities
and Exchange Commission (the "SEC"), including the take-over bid
circular (which constitutes the "prospectus" for U.S.
federal securities
law purposes), letters of transmittal, notice of guaranteed delivery and
other information relating to the Offers, including a notice of
variation and extension to be filed on an Amendment No.
1 to the Form
F-80.
Investors and security holders are urged to read these documents
and any other relevant documents filed by Pan American with the SEC, as
well as any amendments or supplements to these documents because they
will contain important information.
Investors and security holders may
obtain these documents free of charge at the SECs website at
www.sec.gov.
In addition, the documents filed with the SEC by Pan
American may be obtained free of charge by directing such request to:
Kingsdale Shareholder Services at 1-888-518-6824 or from Pan Americans
website at www.panamericansilver.com.
Investors and security holders
are urged to read these documents before making any investment decision
with respect to the proposed transaction.
Security holders who have
questions about the Offers can also contact Kingsdale.
Kingsdale has
been retained by Pan American to act as Information Agent for the
Offers.
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
No offering of securities
shall be made except by means of a prospectus meeting the requirements
of Section 10 of the Securities Act of 1933, as amended.
Cautionary Note Regarding Forward-Looking Statements
Certain of the statements and information in this news release
constitute "forward looking statements" within the meaning of the United
States Private Securities Litigation Reform Act of 1995 and "forward
looking information" within the meaning of applicable Canadian
provincial securities laws relating to Pan American, Aquiline and their
respective operations.
All statements, other than statements of
historical fact, are forward looking statements.
These forward looking
statements or information relate to, among other things: the timing and
prospects for Aquiline securityholder acceptance of the Offers and the
implementation thereof.
These statements reflect the current views of
Pan American and Aquiline, respectively with respect to future events
and are necessarily based upon a number of assumptions and estimates
that, while considered reasonable by each of Pan American and Aquiline,
respectively, are inherently subject to significant business, economic,
competitive, political and social uncertainties and contingencies.
Many
factors, both known and unknown, could cause actual results, performance
or achievements to be materially different from the results, performance
or achievements that are or may be expressed or implied by such forward
looking statements contained in this news release and both Pan American
and Aquiline, respectively, has made assumptions based on or related to
many of these factors.
Such factors include without limitation: the
fluctuations in spot and forward markets for silver, gold, base metals
and certain other commodities (such as natural gas, fuel oil and
electricity); fluctuations in currency markets (such as the Argentine
peso, Peruvian sol, Mexican peso and Bolivian boliviano versus the U.S.
dollar); risks related to the technological and operational nature of
Pan American and Aquilines businesses, respectively; changes in
national and local government, permitting, legislation, taxation,
controls or regulations and political or economic developments in
Canada, the United States, Argentina, Mexico, Peru, Bolivia or other
countries where Pan American and Aquiline may carry on business in the
future; risks and hazards associated with the business of mineral
exploration, development and mining (including environmental hazards,
industrial accidents, unusual or unexpected geological or structural
formations, pressures, cave-ins and flooding); inadequate insurance, or
inability to obtain insurance, to cover these risks and hazards;
employee relations; availability and increasing costs associated with
mining inputs and labor; the speculative nature of mineral exploration
and development, including the risks of obtaining necessary licenses and
permits; diminishing quantities or grades of mineral reserves as
properties are mined; global financial conditions; business
opportunities that may be presented to, or pursued by Pan American or
Aquiline; Pan Americans ability to complete and successfully integrate
acquisitions; challenges to Pan Americans or Aquilines title to
properties; litigation, the actual results of current exploration
activities, conclusions of economic evaluations, and changes in project
parameters to deal with unanticipated economic or other factors;
discrepancies between actual and estimated production, price volatility,
increased competition in the mining industry for properties, equipment,
qualified personnel, and their costs; and those factors identified under
the captions "Business Combination Risks" in the take-over bid circular
and "Risks Related to Pan Americans Business" in Pan Americans most
recent Form 40-F and annual information form filed with the SEC and
Canadian provincial securities regulatory authorities and those factors
identified under the caption "description of business - risk factors" in
Aquilines annual information form filed with certain Canadian
provincial securities regulatory authorities and elsewhere in Aquiline
documents filed from time to time with applicable regulatory
authorities.
Investors are cautioned against attributing undue certainty
or reliance on forward-looking statements.
Although Pan American and
Aquiline, respectively, have attempted to identify important factors
that could cause actual results to differ materially, there may be other
factors that cause results not to be as anticipated, estimated,
described or intended.
Pan American and Aquiline do not intend, and do
not assume any obligation, to update these forward-looking statements or
information to reflect changes in assumptions or changes in
circumstances or any other events affecting such statements or
information, other than as required by applicable law.