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1.
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Name
and Address of Company
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Pan
American Silver Corp. (“Pan American” or the
“Company”)
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1500
– 625 Howe Street
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Vancouver,
British Columbia, V6C 2T6
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2.
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Date
of Material Change
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October
14, 2009
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3.
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News
Release
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A
news release dated October 14, 2009 was issued through Marketwire and was
filed with regulatory authorities in Canada and published on SEDAR the
same day.
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4.
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Summary
of Material Change
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On
October 14, 2009, the Company announced that it had signed a support
agreement with Aquiline Resources Inc. (“Aquiline”) pursuant to
which the Company will make formal take-over bids to acquire (i) all of
the issued and outstanding common shares of Aquiline, (ii) each
outstanding series of Aquiline warrants and (iii) the Aquiline convertible
debenture. The transaction value implied by the take-over bids
is approximately $626 million.
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5.
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Full
Description of Material Change
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On
October 14, 2009, the Company announced it had signed a support agreement
(the “Support
Agreement”) with Aquiline pursuant to which the Company will make a
formal take-over bid to acquire all of the issued and outstanding shares
of Aquiline (excluding Aquiline shares already owned by the Company) (the
“Share
Offer”). Contemporaneously with the Share Offer, the
Company will also make formal take-over bids for each outstanding series
of Aquiline warrants and the Aquiline convertible debenture (together, the
“Convertible Securities
Offers”). The transaction value implied by all of the
offers is approximately $626 million.
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The
Share Offer will be made on the basis of 0.2495 of a Pan American common
share, plus 0.1 of a Pan American common share purchase warrant (the
“Pan American
Consideration Warrant”) for each Aquiline common
share. Each Pan American Consideration Warrant will entitle its
holder to acquire one Pan American common share at an exercise price of
$35.00 per Pan American common share for a period of five years after the
date on which the Company first pays for Aquiline common 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 to their exercise price by a 0.2495 exchange
ratio.
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Based
on the closing price of the Company’s common shares on the TSX on
October 13, 2009 (and assuming a value of $0.81 for each 0.1 of a Pan
American Consideration Warrant), the implied value of the Share Offer is
$7.47 per Aquiline common share, which represents a premium of
approximately 36.6% over the closing price of the Aquiline common shares
on the TSX on the same date, and a 62.0% premium to Aquiline’s 10-day
volume weighted average price. Aquiline shareholders will own
approximately 19% of the Company following consummation of the
transaction.
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The
Board of Directors of Aquiline, after receiving the recommendation of
their special committee of independent directors, has unanimously
determined (i) that the Share Offer is fair to Aquiline
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shareholders,
and is in the best interest of Aquiline, and (ii) to recommend that
Aquiline shareholders tender their common shares to the Share
Offer. BMO Capital Markets, financial advisor to Aquiline, has
delivered a fairness opinion to the Board of Directors of Aquiline in
connection with the Share Offer. Cormark Securities Inc. has also
delivered a fairness opinion to the Board of Directors of Aquiline in
connection with the Share Offer. The offers are conditional on the
directors and senior officers of Aquiline entering into lock-up agreements
with the Company and agreeing to tender all of their Aquiline shares in
support of the Share Offer.
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Under
the terms of the Support Agreement, Aquiline is subject to certain
customary non-solicitation covenants including the obligation to pay the
Company a non-completion fee of $18 million under certain
circumstances. In addition, Aquiline has provided the Company
with certain other customary rights including a five business day right to
match a proposal deemed superior by Aquiline’s Board of
Directors. Under certain other circumstances, where the Support
Agreement is terminated, Aquiline is obligated to reimburse the Company’s
reasonable expenses up to a maximum of $3 million.
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The
Share Offer and each of the Convertible Securities Offers are conditional
upon a minimum of 66⅔% of the outstanding Aquiline common shares on a
diluted basis being tendered to the Share Offer. The Share
Offer is not contingent on a successful take-up under any of the
Convertible Securities Offers.
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The
Company expects to launch the formal take-over bids as soon as
practicable. Detailed terms and conditions of the Share Offer
and the Convertible Securities Offers will be set out in the formal offer
and bid circular to be mailed to Aquiline security holders. The
transaction is subject to stock exchange approvals, the receipt of certain
confirmations under Argentinean anti-trust laws, and other customary
closing conditions. Pan American shareholders will not be required to vote
on the transaction.
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Additional Information
About The Transaction And Where To Find It
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In
connection with the proposed transaction, the Company will file relevant
materials with the United States Securities and Exchange Commission (the
“SEC”), including one or more registration statements that contain a
prospectus. Investors and security holders are urged to read
these documents (if and when they become available) and any other relevant
documents filed by the Company 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 SEC's website at
www.sec.gov. In addition, the documents filed with the SEC by
the Company may be obtained free of charge by directing such request to:
Kingsdale Shareholder Services (“Kingsdale”) at 1-888-518-6824 or from the
Company’s website at www.panamericansilver.com. Such documents
are not currently available. Investors and security holders are
urged to read the prospectus and the other relevant materials when they
become available before making any investment decision with respect to the
proposed transaction. Security holders who have questions about
the transaction can also contact Kingsdale. Kingsdale has been retained by
Pan American to act as Information Agent for the transaction.
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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.
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Cautionary Note
Regarding Forward-Looking Information
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Certain
of the statements and information in this material change report
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. When used in this material change report, the
words “will”, “believe”,
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“estimate”,
“expect”, “goal”, “implied”, “may”, and other similar words and
expressions, identify forward-looking statements or information. These
forward looking statements or information relate to, among other things:
the satisfaction or waiver of the conditions precedent of the Support
Agreement, the directors and senior officers of Aquiline entering into
lock-up agreements with Pan American, the timing of the expected launch of
the formal take-over bids, and the timing and prospects for security
holder 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 material change report 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
Aquiline’s 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 American’s ability to complete and successfully
integrate acquisitions; challenges to Pan American’s or Aquiline’s 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 caption “Risks Related to Pan American’s Business” in Pan American’s
most recent Form 40-F and annual information form filed with the United
States Securities and Exchange Commission and Canadian provincial
securities regulatory authorities and those factors identified under the
caption “Description of Business - Risk Factors” in Aquiline’s 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.
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6.
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Reliance
on subsection 7.1(2) or (3) of National Instrument 51-102
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Not
applicable.
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7.
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Omitted
Information
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No
significant facts otherwise required to be disclosed in this report have
been omitted.
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8.
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Executive
Officer
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The
following executive officer of the Company is knowledgeable about the
material change and may be contacted by any of the Securities Commissions
in respect to the change:
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Robert
Pirooz
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General
Counsel, Corporate Secretary and Director
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604-684-1175
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9.
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Date
of Report
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October
22, 2009
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