Tahoe Shareholders Approve Plan of Arrangement with Pan American Silver
January 08 2019 - 4:45PM
Business Wire
Tahoe Resources Inc. (“Tahoe”) (TSX: THO; NYSE: TAHO) is pleased
to announce that at the special meeting of Tahoe shareholders (the
“Special Meeting”) held earlier today, the shareholders of Tahoe
overwhelmingly voted in favour of the proposed transaction (the
“Arrangement”) whereby Pan American Silver (“Pan American”) will
acquire all of the issued and outstanding shares of Tahoe (the
“Common Shares”).
215,899,757 Common Shares, representing approximately 68.91% of
the issued and outstanding Common Shares were voted at the Special
Meeting. The Arrangement was approved by approximately 95.46% of
the votes cast by Tahoe shareholders represented in person or by
proxy at the Special Meeting. Detailed voting results for the
resolution are as follows:
Proposed Plan of Arrangement
withPan American Silver
Votes For
% For
Votes Against
% Against
By all shareholders
206,087,794
95.46
9,811,963
4.54
In addition to the Arrangement approved by Tahoe shareholders,
at the Pan American special meeting held earlier today,
shareholders approved the Arrangement-related resolutions including
the issuance of common shares as consideration under the
Arrangement and an increase in Pan American's authorized share
capital.
Tahoe is scheduled to seek a final order from the Supreme Court
of British Columbia approving the Arrangement (the “Final Order”)
on January 10, 2019. Subject to the satisfaction or waiver of all
conditions precedent to the Arrangement, including obtaining the
Final Order and receipt of approval from the Mexican Federal
Economic Competition Commission, the Arrangement is anticipated to
be completed on or about February 26, 2019.
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 receipt of
approval of the Comisión Federal de Competencia Económica of Mexico
and the anticipated closing date 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, 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; 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; 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 management
information circular of Tahoe dated December 4, 2018 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20190108006085/en/
For further information, please contact:Alexandra
Barrows, Vice President Investor RelationsTahoe
Resourcesinvestors@tahoeresources.com+1.775.448.5812
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