First Majestic Silver Corp.
Proposed Acquisition by Plan of Arrangement Unsolicited Competing Offer
We acted as counsel to First Majestic Silver Corp. in respect of its agreement to acquire Orko Silver Corp., a silver exploration company listed on the TSX Venture Exchange, announced in December 2012, and in connection with matters relating to an unsolicited competing offer to acquire Orko by Coeur d’Alene Mines Corporation, announced in February, 2013.
The acquisition by First Majestic was to be effected pursuant to a plan of arrangement under the Business Corporations Act (British Columbia) pursuant to which First Majestic would acquire all of the issued and outstanding common shares of Orko in exchange for common shares of First Majestic at a ratio of 0.1202 common shares of First Majestic and $0.0001 in cash for each common share of Orko. Based on the closing price of First Majestic’s common shares on the last trading date prior to announcement of the deal, the common shares of First Majestic to have been issued under the transaction were valued at approximately $387 million.
First Majestic declined to match the unsolicited offer made by Coeur d’Alene, and as a result, Orko was required under the terms of its agreement with First Majestic to pay to First Majestic a termination fee in the amount of $11.6 million.
First Majestic is a producing silver company with five active producing mines in México. The shares of First Majestic are listed on the Toronto Stock Exchange under the symbol “FR” and on the New York Stock Exchange under the symbol “AG”.