Coeur d′Alene Mines Corporation (the 'Company? or 'Coeur?) (NYSE:
CDE) ?(TSX: CDM) today commented on the path to completion of its
previously announced binding stock and cash proposal ('Coeur′s
Proposal?) to acquire all of the issued and outstanding common shares of
Orko Silver Corp. ('Orko?) (TSX VENTURE: OK):
Orko′s 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).
Based on the closing share prices of Coeur, Orko and First Majestic as
of February 15, 2013, Coeur′s Proposal represents a premium of
approximately 59% to the 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 20% to the current
implied value of the all-stock consideration offered pursuant to the
First Majestic arrangement agreement.
Should First Majestic exercise its matching right by Tuesday, February
19, 2013 at midnight, Coeur believes that the special meeting of Orko
shareholders to vote on the First Majestic arrangement should be
postponed in order to provide Orko shareholders with sufficient time
to evaluate the value represented by Coeur′s Proposal, as compared to
the value represented by any potential revision to First Majestic′s
all-stock offer.
Orko shareholders cannot receive the superior value being offered by
Coeur if Orko shareholders approve the First Majestic arrangement at
the upcoming special meeting of Orko shareholders currently scheduled
for Wednesday, February 20, 2013.
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.
Under the terms of Coeur′s Proposal, 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 Coeur Warrants. 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.
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.
J.P. Morgan is serving as financial advisor to Coeur on this
transaction, Fasken Martineau DuMoulin LLP and Gibson, Dunn & Crutcher
LLP are serving as legal advisors and Kingsdale Shareholder Services
Inc. as Information Agent.
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.
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.
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
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 ( You may also obtain these documents by contacting Coeur′s Investor
Relations department at Coeur D′Alene Mines Corporation; Investor
Relations; (208) 665-0345; This document does not constitute an offer to sell or the solicitation
of an offer to buy any securities.
