First Majestic announces acquisition of Primero Mining
First Majestic Silver and Primero Mining are pleased to announce that they have entered into a definitive arrangement agreement whereby First Majestic will acquire all of the issued and outstanding common shares of Primero. Under the terms of the Arrangement Agreement, all of Primero's issued and outstanding common shares will be exchanged for First Majestic common shares on the basis of 0.03325 of a First Majestic common share for each Primero common shareConcurrent with execution of the Arrangement Agreement, First Majestic has entered into agreements with Wheaton Precious Metals International Ltd., a wholly-owned subsidiary of Wheaton Precious Metals Corp. whereby, following closing of the Arrangement, the current silver streaming interest at Primero's San Dimas silver-gold mine held by WPM will be terminated and First Majestic and WPM will enter into a new stream arrangement based on 25% of the gold equivalent production at San Dimas with ongoing payments of $600 per gold equivalent ounce delivered under the agreement. As part of the transaction, WPM will receive 20,914,590 common shares of First Majestic having an aggregate value of $151 million. The Exchange Ratio implies consideration of C$0.30 per Primero common share, based on the 20day volume weighted average price of the First Majestic common shares on the Toronto Stock Exchange for the period ending January 10, 2018, representing a 200% premium to the weighted average price of Primero common shares on the TSX over the same period. The total transaction value is estimated at approximately $320 million, consisting of First Majestic equity to be issued to Primero shareholders and WPM described above and certain additional amounts payable in connection with the Arrangement, including repayment of all amounts owing under Primero's existing revolving credit facility, net of Primero cash on hand and the expected repayment of Primero's $75 million of outstanding convertible debentures and various transaction expenses. Full details of the proposed transaction will be included in Primero's proxy statement and information circular, which is expected to be mailed to shareholders in mid to late February 2018. It is anticipated that the Primero shareholder and debentureholder meetings and closing of the proposed transactions will take place in mid to late March 2018. In order to facilitate the closing of the Arrangement, WPM has agreed to extend the guarantee previously provided by WPM and certain of its subsidiaries under Primero's existing revolving credit facility to April 30, 2018. .