공시 • Jan 17
First Majestic Silver Corp. (TSX:AG) completed the acquisition of Gatos Silver, Inc. (NYSE:GATO) from Electrum Silver US LLC, Electrum Silver US II LLC, Condire Management, LP, Condire Management, LP, Exor N.V. (ENXTAM:EXO) and others.
First Majestic Silver Corp. (TSX:AG) entered into a definitive agreement to acquire Gatos Silver, Inc. (NYSE:GATO) from Electrum Silver US LLC, Electrum Silver US II LLC, Condire Management, LP, Condire Management, LP, Exor N.V. (ENXTAM:EXO) and others for approximately $970 million on September 5, 2024. Under the terms of the Definitive Agreement, Gatos shareholders will receive 2.550 common shares of First Majestic for each common share of Gatos held. The consideration implies a total offer value of $13.49 per common share of Gatos based on the closing price of First Majestic’s common shares on the New York Stock Exchange on September 4, 2024. Termination fees of $46 million payable by First Majestic and $28 million payable by Gatos in certain circumstances. First Majestic shareholders are required to approve the issuance of the First Majestic common shares in connection with the Transaction, and accordingly, First Majestic has announced that it will hold its shareholder meeting in-person.
The transaction is subject to the satisfaction of customary closing conditions, including receipt of any regulatory approvals, clearance from Mexican anti-trust authorities, the effectiveness of a registration statement on Form F-4 in connection with the issuance of First Majestic Common Shares as merger consideration, approvals of the shareholders of First Majestic and Gatos, clearance under Mexican anti-trust laws, and approval of the listing of the First Majestic common shares to be issued under the Transaction on both the Toronto Stock Exchange and the NYSE. The Definitive Agreement and the Transaction have been unanimously approved by the board of directors of each of First Majestic and Gatos, and in the case of Gatos, on the unanimous recommendation of a special committee of independent directors of Gatos. The Transaction is expected to close in early 2025, subject to the satisfaction of customary closing conditions. As of December 13, 2024, the transaction received unconditional authorization from Mexican Federal Economic Competition Commission. On January 14, 2025, the transaction has been approved by First Majestic Silver Corp. and Gatos Silver shareholders. The transaction is expected to close in January 2025. The closing of the transaction is expected to occur prior to market open on January 16, 2025.
National Bank Financial, Inc. acted as financial advisor for First Majestic Silver Corp. TD Securities, Inc. acted as fairness opinion provider for First Majestic Silver Corp. James D. Beeby, Lisa Stewart, Jeff Taylor, Claire Lingley, Anu Nijhawan, Marshall R. Haughey and Simon Grant of Bennett Jones Services Limited Partnership acted as legal advisor for First Majestic Silver Corp. Daniel M. Millier and Josh Pleitz of Dorsey & Whitney LLP acted as legal advisors for First Majestic Silver Corp. GenCap Mining Advisory Ltd. acted as fairness opinion provider for Gatos Silver, Inc. Pursuant to the terms of its engagement letter, GenCap received a fee of $250,000 for rendering its opinion. Gregory Pryor, Kristen Rohr, John Tivey, (Melbourne), David Johansen, Elodie Gal, Scott Fryman, Henri Capin Gally Santos, Carlos Martinez and Chris Ohlgart of White & Case LLP acted as legal advisors for Gatos Silver, Inc. Shawn Doyle, Roger Taplin, Adam Taylor, John W. Boscariol, Jason Gudofsky, Matthew Kraemer, Drew Moriera and Susan Nickerson of McCarthy Tétrault LLP acted as legal advisor for Gatos Silver, Inc. BofA Securities, Inc. acted as a financial advisor and fairness opinion provider to Gatos Silver, Inc. Gatos has agreed to pay BofA Securities for its services in connection with the merger an aggregate fee currently estimated to be approximately $17.5 million (calculated as of September 4, 2024), and $1.5 million of this fee was payable upon the delivery of its opinion and the remaining portion of this fee is contingent upon consummation of the merger. Kingsdale Advisors acted as proxy solicitor to Gatos. Gatos estimates that it will pay Kingsdale a fee of approximately $120,000, plus reimbursement for certain out-of-pocket fees and expenses. EQ by Equiniti acted as transfer agent to Gatos. Ernst & Young LLP acted as an independent auditor to Gatos.
First Majestic Silver Corp. (TSX:AG) completed the acquisition of Gatos Silver, Inc. (NYSE:GATO) from Electrum Silver US LLC, Electrum Silver US II LLC, Condire Management, LP, Condire Management, LP, Exor N.V. (ENXTAM:EXO) and others on January 16, 2025. Gatos Silver stockholders who hold their Gatos Silver Shares beneficially (for example, in a brokerage account or self-directed trading account), will not be required to take any specific actions to exchange their Gatos Silver Shares for the Merger Consideration. Their Gatos Silver Shares will automatically be exchanged for the Merger Consideration, and such stockholders will receive the Merger Consideration to which they are entitled directly in their account(s) in the coming days. With the Transaction now complete, the Gatos Silver Shares will cease trading and will be delisted from the New York Stock Exchange and the Toronto Stock Exchange.
