Coeur Mining to acquire SilverCrest Metals in $11.34 per share transaction

Coeur Mining (CDE) and SilverCrest Metals (SILV) announce that they have entered into a definitive agreement whereby, a wholly-owned subsidiary of Coeur will acquire all of the issued and outstanding shares of SilverCrest pursuant to a court-approved plan of arrangement. Under the terms of the agreement, SilverCrest shareholders will receive 1.6022 Coeur common shares for each SilverCrest common share. The exchange ratio implies consideration of $11.34 per SilverCrest common share, based on the closing price of Coeur common shares on the NYSE on October 3. This represents an 18% premium based on 20-day volume-weighted average prices of Coeur and SilverCrest each as at October 3 on the NYSE and NYSE American, respectively, and a 22% premium to the October 3 closing price of SilverCrest on the NYSE American. This implies a total equity value of approximately $1.7B based on SilverCrest’s common shares outstanding. Upon completion of the transaction, existing Coeur stockholders and SilverCrest shareholders will own approximately 63% and 37% of the outstanding common stock of the combined company, respectively. The proposed transaction will be effected pursuant to a plan of arrangement under the Business Corporations Act, which is required to be approved by a British Columbia court. The transaction will require approval by 66 2/3 percent of the votes cast by the shareholders of SilverCrest and 66 2/3 percent of the votes cast by the shareholders and option holders of SilverCrest, voting together as a single class, at a special meeting of SilverCrest shareholders expected to be held around year-end. The transaction will also require approval of a simple majority of votes cast by the shareholders of SilverCrest, excluding those votes attached to SilverCrest common shares held by persons required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holder in Special transaction. The issuance of shares by Coeur pursuant to the transaction and an amendment to the Coeur certificate of incorporation to increase the number of authorized shares of Coeur stock is also subject to approval by the Coeur stockholders at a special meeting also expected to be held around year-end. The directors and senior officers of SilverCrest and Coeur have entered into customary voting support agreements, pursuant to which they have committed to vote their common shares held in favor of the transaction. Upon completion of the transaction, existing Coeur stockholders and SilverCrest shareholders will own approximately 63% and 37% of the issued and outstanding shares of common stock of the combined company, respectively. Additionally, upon closing of the transaction, N. Eric Fier and one other current SilverCrest director are expected to join Coeur’s board of directors. In addition to shareholder and court approvals, the transaction is subject to applicable regulatory approvals, including Mexican antitrust approval, approval of the listing of the Coeur common shares to be issued under the transaction on the NYSE, and the satisfaction of certain other closing conditions customary for a transaction of this nature. Subject to the satisfaction of such conditions, the transaction is expected to close in late Q1 2025. The agreement includes customary deal protections, including reciprocal fiduciary-out provisions, non-solicitation covenants, and the right to match any superior proposals. Additionally, break fees in the amount of $60M and $100M are payable by SilverCrest and Coeur, respectively, and a reciprocal expense reimbursement fee is payable by one party to the other party in certain circumstances if the transaction is not completed.