Tahoe Resources Inc. (“Tahoe”) (TSX: THO; NYSE: TAHO) is pleased
to announce that both Institutional Shareholder Services Inc.
(“ISS”) and Glass Lewis & Co. (“Glass Lewis”) have recommended
that Tahoe shareholders vote in favour of the proposed plan of
arrangement (the “Arrangement”) with Pan American Silver Corp.
(“Pan American”). ISS and Glass Lewis are two leading independent
proxy advisory firms who make voting recommendations to their
subscribers, including institutional investors.
Kevin McArthur, Executive Chair of Tahoe, noted: “We are pleased
to receive the positive endorsements for the Arrangement, which if
completed will provide Tahoe shareholders with ownership in the
world’s largest publicly-traded silver company by free-float,
participation in a diversified world-class portfolio of assets
across the Americas, and retain upside exposure to the restart of
the Escobal mine. The combined company will have a stronger
financial position and balance sheet, and will be led by a proven
management team with a 25-year track record of successful
operations in Latin America.”
Recommendation to Shareholders of Tahoe
In reaching its conclusion, ISS noted: “The Arrangement makes
strategic sense as Pan American is a much larger and
well-established player in the same industry. Current Tahoe
shareholders will hold a significant portion in what will be the
world's largest public silver mining company by free float and will
have the largest silver reserve base of its peer group.” ISS
continued, “In light of…the significant premium, the positive
market reaction, and absence of significant governance concerns,
shareholder approval of this resolution is warranted.”
Glass Lewis also noted: “We believe, the merger represents a
compelling opportunity for Tahoe shareholders to convert a majority
of their existing investments into meaningful equity interests in
the new Pan American, which will be a leading silver company with
an unrivaled collection of assets, best-in-class operational and
financial metrics, and an experienced management team. The
structure and terms of the transaction enable Tahoe shareholders to
participate in any revaluation potential and improved trading
liquidity, while also retaining exposure to the upside of an
Escobal mine restart through the CVRs, and further allows them to
realize liquidity at an attractive market premium, given that
roughly 25% of the initial consideration will be paid in cash.
Based on these factors, we believe the proposed merger is in the
best interests of shareholders.”
Tahoe Meeting
The special meeting of shareholders of Tahoe is scheduled for
11:00am PT on Tuesday, January 8, 2019 at Royal
Centre, 1055 West Georgia Street, Suite 1500, Vancouver, British
Columbia.
Additional information concerning the Arrangement can be found
in Tahoe’s information circular (the “Information Circular”) dated
December 4, 2018. An electronic copy of the Information Circular is
available under Tahoe’s profile on SEDAR at www.sedar.com and on
Tahoe's website at
http://www.tahoeresources.com/investors/pan-american-transaction.
YOUR VOTE IS IMPORTANT - PLEASE VOTE
TODAY
The proxy voting deadline
is 11:00am PT/2:00pm ET on Friday, January 4, 2019.
Shareholders are encouraged to vote today using
the internet, telephone or facsimile.
The Tahoe Board of Directors UNANIMOUSLY
recommends that Shareholders vote IN FAVOUR of the
Arrangement.
Consideration Election
Tahoe shareholders may elect whether they would like to receive
Cash Consideration or Share Consideration in respect of each Tahoe
Share held upon completion of the Arrangement, subject to proration
based on a maximum cash consideration of US$275 million and a
maximum of 56,074,675 Pan American shares to be issued.
The deadline to elect
your preferred Consideration is 4:00pm PT/7:00pm ET on Thursday,
January 3, 2019.
Shareholder Questions and Assistance
If you have any questions or require assistance voting your
Tahoe shares, please contact our proxy solicitation agent, Laurel
Hill Advisory Group, at 1-877-452-7184 toll-free in North America,
or call collect outside North America at +1 416 304-0211, or by
e-mail at assistance@laurelhill.com.
About Tahoe Resources Inc.
Tahoe Resources is a mid-tier precious metals company with a
diverse portfolio of mines and projects in Canada, Guatemala and
Peru. Tahoe is led by experienced mining professionals dedicated to
creating sustainable value for all of its stakeholders through
responsible mining. The company is listed on the TSX (“THO”) and
NYSE (“TAHO”) and is a member of the S&P/TSX Composite, the TSX
Global Mining indices and the Russell 2000 on the NYSE.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This news release contains “forward-looking statements” within
the meaning of Section 27A of the U.S. Securities Act, Section 21E
of the U.S. Exchange Act, or the U.S. Private Securities Litigation
Reform Act of 1995 and “forward-looking information” within the
meaning of applicable Canadian securities legislation
(forward-looking information and forward-looking statements being
collectively herein after referred to as “forward-looking
statements”). These forward-looking statements include but are not
limited to statements and information concerning the potential
benefits of the Arrangement.
These forward-looking statements are based on the beliefs of
Tahoe’s management, as well as on assumptions, which management
believes to be reasonable based on information currently available
at the time such statements were made. However, there can be no
assurance that the forward-looking statements will prove to be
accurate. Such assumptions and factors include, among other things,
the satisfaction of the terms and conditions of the Arrangement,
including the approval of the Arrangement and its fairness by the
court, the receipt of shareholder approvals, and the receipt of the
required governmental and regulatory approvals and consents.
By their nature, forward-looking statements are based on
assumptions and involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or
achievements of Tahoe or Pan American to be materially different
from any future results, performance or achievements expressed or
implied by the forward-looking statements. Forward-looking
statements are subject to a variety of risks, uncertainties and
other factors which could cause actual events or results to differ
from those expressed or implied by forward-looking statements,
including, without limitation: the Arrangement Agreement may be
terminated in certain circumstances; Tahoe will incur costs even if
the Arrangement is not completed, and may also be required to pay a
termination fee to Pan American; the termination fee may discourage
other parties from attempting to acquire Tahoe; risks related to
the business combination with Pan American, including risks related
to assimilating operations and employees; risks related to the
diversion of management time on the Arrangement; risks related to
the completion of the Arrangement having a potential adverse effect
on the market price of Pan American shares; the potential impact of
the announcement or consummation of the Arrangement on
relationships, including with regulatory bodies, employees,
suppliers, customers and competitors; general business, economic,
competitive, political, regulatory and social uncertainties; the
future price of gold, silver, copper, lead and zinc and market
price volatility; changes in applicable laws and compliance with
government regulation; risks related to the timing and possible
outcome of pending or threatened litigation and the risk of
unexpected litigation; risks related to political developments and
policy shifts; and risks related to community and non-governmental
actions.
Some of the important risks and uncertainties that could affect
forward-looking statements are described further in the Information
Circular and under the heading “Risks Related to Tahoe’s Business”
in Tahoe’s most recent Form 40-F and annual information form filed
with the United States SEC and Canadian provincial securities
regulatory authorities, respectively, and included in the
management’s discussion and analysis for the nine months ended
September 30, 2018. Although Tahoe has attempted to identify
important factors that could cause actual actions, events or
results to differ materially from those described in
forward-looking statements, there may be other factors that cause
actions, events or results not to be as anticipated, estimated or
intended. There can be no assurance that forward-looking statements
will prove to be accurate, as actual results and future events
could differ materially from those anticipated in such statements.
Accordingly, readers should not place undue reliance on
forward-looking statements. These forward-looking statements are
made as of the date of this news release and other than as required
by applicable securities laws, Tahoe assumes no obligation to
update or revise them to reflect new events or circumstances,
except to the extent required by applicable law.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20181221005432/en/
Alexandra Barrows, Vice President Investor RelationsTahoe
Resourcesinvestors@tahoeresources.com+1.775.448.5812
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