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| CDE > SEC Filings for CDE > Form 8-K on 20-Feb-2013 | All Recent SEC Filings |
20-Feb-2013
Entry into a Material Definitive Agreement, Creation of a Direct Financi
Arrangement Agreement
On February 20, 2013, Coeur d'Alene Mines Corporation (the "Company" or "Coeur") entered into an Arrangement Agreement (the "Arrangement Agreement"), among the Company, 0961994 B.C. Ltd., a corporation wholly-owned by the Company and incorporated under the laws of British Columbia ("Subco"), and Orko Silver Corp., a corporation incorporated under the laws of British Columbia ("Orko"), pursuant to which the Company will acquire (the "Arrangement") all of the issued and outstanding common shares of Orko (the "Orko Shares") pursuant to a plan of arrangement (the "Plan of Arrangement") under the Business Corporations Act (British Columbia). The consummation of the Arrangement is subject to approval by the Supreme Court of British Columbia (the "Court") and other customary closing conditions described further below.
Pursuant to, and subject to the terms and conditions of, the Arrangement
Agreement and the Plan of Arrangement, Orko shareholders (the "Orko
Shareholders") may elect to receive in exchange for each Orko Share: (i) 0.0815
common shares of Coeur (the "Coeur Shares"), CAD$0.70 cash and 0.01118
conditioned warrants to purchase Coeur Shares (the "Coeur Warrants");
(ii) 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 (iii) 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 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. One whole Coeur Warrant is expected in certain circumstances,
including the effectiveness of a registration statement with respect to
underlying Coeur Shares (to the extent required by applicable U.S. securities
laws), to be exercisable for one whole Coeur Share for a period of four years
commencing on the later of (i) the date the Arrangement is consummated and
(ii) the date that the U.S. Securities and Exchange Commission (the "SEC")
initially declares effective a registration statement qualifying the Coeur
Shares issuable on exercise of the Coeur Warrants, at an exercise price of
US$30.00, all subject to adjustment in accordance with the terms of the Coeur
Warrant. The Company has agreed to use commercially reasonable efforts to
register the Coeur Shares issuable upon the valid exercise of the Coeur Warrants
under applicable U.S. securities laws and have the Coeur Warrants listed on the
Toronto Stock Exchange and the New York Stock Exchange, but the completion of
such registration and listings will not be a closing condition of the
Arrangement.
The parties have agreed to use commercially reasonable efforts to make any
necessary amendments to the Agreement and the Plan of Arrangement, prior to the
mailing of the management proxy circular to Orko Shareholders, to permit Orko
Shareholders who are residents of Canada and who would receive Coeur Shares
under the Arrangement to receive, instead of each Coeur Share that they would
otherwise receive under the Plan of Arrangement, one share of a
Canadian-incorporated subsidiary of Coeur that is exchangeable into one Coeur
Share (collectively, the "Exchangeable Shares"). The Exchangeable Shares
(i) shall be exchangeable for a period of five years from the date of issue
provided that 500,000 Exchangeable Shares remain outstanding and (ii) shall not
be listed or quoted on any exchange or market. The Company has agreed to use
commercially reasonable efforts to register the Coeur Shares issuable on
exchange of the Exchangeable Shares (to the extent required by applicable U.S.
securities laws), but the completion of such registration will not be a closing
condition of the Arrangement.
Consummation of the Arrangement is subject to various closing conditions, including, among others: (i) the approval of the Arrangement by no less than two-thirds of the Orko securityholders, voting as a single class, voting at a special meeting to be called to consider the Arrangement (the "Orko Meeting") and any other necessary actions related thereto; (ii) obtaining from the Court an Interim Order and Final Order (as both terms are defined below) on terms satisfactory to each of Coeur and Orko; (iii) obtaining all antitrust clearances . . .
See disclosure contained in Item 7.01 below, which is incorporated herein by reference.
As described in Item 1.01 above, the Company has agreed in the Arrangement
Agreement that, if the Plan of Arrangement becomes effective and its acquisition
of the Orko Shares is thereby completed, the Company may issue, as consideration
for all of the issued and outstanding Orko Shares: (i) depending on the
elections of the Orko Shareholders, a combination of Coeur Shares and
conditioned Exchangeable Shares not to exceed 11,600,000 in the aggregate and
(ii) 1,160,000 conditioned Coeur Warrants. Upon the fulfillment of certain
conditions, the Exchangeable Shares are expected to be exchangeable on a
one-for-one basis for Coeur Shares and the warrants are expected to be
exercisable for up to 1,160,000 Coeur Shares.
See disclosure contained in Item 1.01 above, which is incorporated herein by reference.
Promissory Note
In connection with the Arrangement Agreement, on February 20, 2013, Orko executed and delivered a promissory note (the "Note") in the principal amount of CAD$11,600,000 in favor of the Company in connection with the Company's payment, on behalf of Orko, of the termination fee due to First Majestic Silver Corp. ("First Majestic") pursuant to Orko's and First Majestic's arrangement agreement, dated as of December 16, 2012 (the "First Majestic Arrangement Agreement"). Orko and First Majestic terminated the First Majestic Arrangement Agreement in accordance with its terms on February 20, 2013. The indebtedness due under the Note will not accrue interest. The Note has a maturity date of August 20, 2014; provided, however, that earlier repayment may be required upon the occurrence of certain events of default or upon a Termination Payment becoming payable pursuant to the Arrangement Agreement. The Note includes customary representations, warranties and covenants by the parties thereto.
Subject to the terms and conditions set forth in the Note, Orko is entitled, at is option, upon the indebtedness under the Note becoming due and payable on any date, so long as (i) the indebtedness has not become due and payable on such date as a result of certain events of default and (ii) the Termination Payment under the Arrangement Agreement is not payable on such date, to convert all of the principal amount of the indebtedness into common stock of Orko (the "Borrower Stock"). The indebtedness will be convertible into Borrower Stock at a price per share equal to CAD$2.25 (such price, subject to adjustment, the "Conversion Price"), and the number of Borrower Stock to be deliverable to the Company upon conversion will be equal to the quotient of (x) the amount of indebtedness under the Note divided by (y) the Conversion Price.
On February 20, 2013, the Company issued a press release announcing its entry into the Arrangement Agreement, as described in Item 1.01 of this Current Report on Form 8-K. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Cautionary Note Regarding Forward-Looking Statements
The information contained in this Current Report on Form 8-K and the exhibits
attached hereto contain forward-looking statements within the meaning of
securities legislation in the United States and Canada, including, among others,
(i) Coeur's expectations with respect to the Arrangement, the Arrangement
Agreement and the Plan
Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause Coeur's 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 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, 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 SEC, and the Canadian securities regulators, including, without limitation, Coeur's 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. 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.
Additional Information and Where to Find It
This information relates to Coeur's proposed acquisition (the "Transaction") of Orko. Coeur Shares issuable upon (i) the exercise of Coeur Warrants to be issued by Coeur in connection with the proposed Transaction and (ii) the exchange of Exchangeable Shares to be issued by a subsidiary of Coeur in connection with the proposed Transaction may be registered pursuant to a registration statement on Form S-1 to be filed with the SEC or issued pursuant to an available exemption. This information 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 Coeur Warrants and exchange of the Exchangeable Shares. Investors who may receive Coeur Warrants or Exchangeable Shares in the Transaction are urged to read Coeur's registration statement on Form S-1, 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 Coeur Warrants and exchange of any Exchangeable Shares. All documents, if and when filed, will be available free of charge at the SEC's website (www.sec.gov). You may also obtain these documents by contacting Coeur's Investor Relations department at Coeur D'Alene Mines Corporation; Investor Relations; (208) 665-0345; wyang@coeur.com. The following document does not constitute an offer to sell or the solicitation of an offer to buy any securities.
(d) List of Exhibits
Exhibit No. Description
Exhibit 2.1 Arrangement Agreement, dated February 20, 2013, among Coeur
d'Alene Mines Corporation, 0961994 B.C. Ltd. and Orko Silver Corp.
Exhibit 99.1 Press Release dated February 20, 2013.
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