お知らせ • Sep 04
Pan American Silver Corp. (TSX:PAAS) completed the acquisition of MAG Silver Corp. (TSX:MAG) from Fresnillo plc (LSE:FRES) and others.
Pan American Silver Corp. (TSX:PAAS) entered into a definitive agreement to acquire MAG Silver Corp. (TSX:MAG) from Fresnillo plc (LSE:FRES) and others for $2.1 billion on May 11, 2025. Under the terms of the Transaction, MAG shareholders will be able to elect to receive the consideration as either (i) $20.54 in cash per MAG share or (ii) 0.755 common shares of Pan American per MAG share, or a combination of cash and shares, subject to proration such that the aggregate consideration paid to all MAG shareholders consists of $500 million in cash and the remaining consideration paid in Pan American Shares. The consideration represents premiums of approximately 21% and 27%, respectively, on a prorated basis to the closing price and the 20-day volume weighted average price ("VWAP") of MAG’s common shares on the NYSE American ("NYSEAM") ending May 9, 2025. At closing, Pan American expects to issue an aggregate of approximately 60 million common shares to MAG shareholders, and following completion of the Transaction, existing MAG shareholders will own approximately 14% of the issued and outstanding common shares of Pan American on a fully diluted basis. MAG would be required to pay a Termination Fee of $60,000,000 if the Arrangement Agreement is terminated in certain circumstances.
The Transaction will be carried out by way of a court-approved Plan of Arrangement under the Business Corporations Act (British Columbia) and will require approval by 66 2/3% of the votes cast by MAG shareholders at a special meeting expected to be held in July 2025. As of June 10, 2025, MAG shareholders will hold the special meeting to approve the transaction on July 10, 2025. The Transaction is expected to close in the second half of 2025, subject to the satisfaction of customary closing conditions, including clearance under Mexican anti-trust laws (Mexican competition approval), and approval of the listing of the Pan American common shares to be issued under the Transaction on both the Toronto Stock Exchange and the NYSE. All directors and executive officers of MAG have entered into voting support agreements with Pan American pursuant to which they have agreed, subject to the terms of such agreements, to vote their MAG shares in favour of the Transaction. The definitive agreement and the Transaction have been unanimously approved by the board of directors of each of Pan American and MAG, and in the case of MAG, on the unanimous recommendation of a special committee of independent directors of MAG. MAG's board of directors unanimously recommends that MAG shareholders vote in favour of the Transaction. Fresnillo's shareholding of over 9% of MAG Silver would convert into a shareholding of less than 1% of Pan American, a diversified, multi-asset precious metals mining company. This conversion of shares does not align with Fresnillo's strategic investment objectives nor with the interests of its shareholders and therefore Fresnillo has sold the majority of its MAG Silver shares. As of June 19, 2025, Institutional Shareholder Services Inc., a leading independent proxy advisory firm, has issued a report recommending that MAG shareholders vote FOR the special resolution approving the transaction. As of July 10, 2025, 99.52% of MAG Silver Corp shareholders approved the acquisition. All required regulatory, shareholder and court approvals, including the final court order, have now been received and the Arrangement is anticipated to be completed on or about September 4, 2025.
As of August 18, 2025, MAG announced that MAG Shares must indicate their election by 2:00 p.m. (Vancouver time) on August 27, 2025. As of August 25, 2025, The Cash Consideration and the Share Consideration are each subject to proration provisions, such that the aggregate consideration paid to all MAG shareholders will consist of $500 million in cash and the remaining Consideration paid in Pan American Shares. Accordingly, a MAG shareholder may receive both cash and Pan American Shares in exchange for MAG Shares, regardless of such holder’s election to receive the Cash Consideration or the Share Consideration. MAG Shares who failed to make a proper election in respect of their MAG Shares prior to the Election Deadline, or who chose not to make an election, will be deemed to have elected to receive, for each MAG Share held by such person, the Share Consideration, subject to proration.Mexican Federal Economic Competition Commission (“COFECE”) has approved the transaction. As of 28 August 2025 All required key approvals and authorizations to consummate the Arrangement have been obtained, including Mexican competition approval, Canadian competition approval, the approval of MAG shareholders, the final order of the Supreme Court of British Columbia, and the conditional approval of the Toronto Stock Exchange and the New York Stock Exchange.
National Bank Financial acted as exclusive financial advisor to Pan American. Fred R. Pletcher of Borden Ladner Gervais LLP (BLG) acted as Canadian legal advisors to Pan American. BMO Capital Markets and GenCap Mining Advisory Ltd. acted as co-financial advisors and fairness opinion providers to MAG. Bob Wooder of Blake, Cassels & Graydon LLP acted as MAG's Canadian legal advisors and Christopher J.Cummings,Matthew B.Jordan,Rebecca S.Coccaro and Yuni Yan Sobel of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as MAG's U.S. legal advisors. Raymond James Ltd. provided an independent fairness opinion to the MAG Special Committee and the MAG Board of Directors. MAG has retained Kingsdale Advisors as proxy solicitation agent for a fee of CAD 250,000 ($182,876.01), Computershare Investor Services Inc. acted as Depository in the transaction.
Pan American Silver Corp. (TSX:PAAS) completed the acquisition of MAG Silver Corp. (TSX:MAG) from Fresnillo plc (LSE:FRES) and others on September 4, 2025. MAG shareholders received an aggregate of $500 million in cash and approximately 60.2 million Pan American Shares in consideration for their MAG Shares. Following completion of the Transaction, former MAG shareholders own approximately 14.3% of the issued and outstanding Pan American Shares, on a fully diluted basis. The MAG Shares are expected to be delisted from the Toronto Stock Exchange as of the closing of the market September 8, 2025, and to cease trading on the NYSE American as of the opening of the market on September 4, 2025.