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PAAS

Pan American Silver

$14.13

-0.14 (-0.98%)

, TAHO

Tahoe Resources

$2.20

-0.055 (-2.44%)

05:28
11/14/18
11/14
05:28
11/14/18
05:28

Pan American Silver to acquire Tahoe Resources for $3.40 per share

Pan American Silver (PAAS) and Tahoe Resources (TAHO) announced that they have entered into a definitive agreement for Pan American to acquire all of the outstanding shares of Tahoe. Pursuant to the Arrangement, Tahoe shareholders may elect to receive $3.40 in cash or 0.2403 Pan American shares for each Tahoe share, subject in each case to pro-ration based on a maximum cash consideration of $275 million and a maximum number of Pan American shares issued of 56.0 million, totaling $1.067B. The Base Purchase Price represents a premium of 34.9% to Tahoe's volume weighted average price, or VWAP, for the 20-day period ending on November 13, 2018. In addition, Tahoe shareholders will receive contingent consideration in the form of contingent value rights, or CVRs, that will be exchanged for 0.0497 Pan American shares for each Tahoe share, currently valued at $221M, and payable upon first commercial shipment of concentrate following restart of operations at the Escobal mine. The CVRs will be transferable and have a term of 10 years. The total consideration, including the Base Purchase Price and the Contingent Purchase Price, is $4.10 per share representing a premium of 62.8% to Tahoe's VWAP for the 20-day period ending on November 13, 2018. At closing, existing Pan American and Tahoe shareholders will own approximately 73% and 27% of Pan American, respectively. Upon satisfaction of the payment conditions under the terms of the CVR, Pan American and Tahoe shareholders will own approximately 68% and 32%, respectively, of the combined company. Each of Tahoe's directors and senior officers, who together hold or exercise control or direction over approximately 5.3 million common shares of Tahoe, representing approximately 1.7% of Tahoe's issued and outstanding common shares, have entered into support agreements with Pan American, agreeing to vote their Tahoe shares in favour of the Transaction. The board of Pan American has unanimously approved the Transaction. The board of Tahoe, on the unanimous recommendation of a Committee of Independent Directors of Tahoe, has unanimously approved the Transaction. The board of each of Pan American and Tahoe unanimously recommend that Pan American and Tahoe shareholders vote in favor of the Transaction. The Arrangement Agreement provides for customary deal-protection provisions, including mutual non-solicitation covenants and rights to match superior proposals. The Arrangement Agreement includes a reciprocal termination fee of $38 million, payable by Tahoe to Pan American, or Pan American to Tahoe, as the case may be, under certain circumstances. It is anticipated that the special shareholder meetings of Tahoe and Pan American shareholders to consider the Transaction will be held in January 2019. The Transaction is expected to close in the first quarter of 2019.

PAAS

Pan American Silver

$14.13

-0.14 (-0.98%)

TAHO

Tahoe Resources

$2.20

-0.055 (-2.44%)

PAAS Pan American Silver
$14.13

-0.14 (-0.98%)

07/16/18
SCOT
07/16/18
DOWNGRADE
SCOT
Sector Perform
Pan American Silver downgraded to Sector Perform from Outperform at Scotiabank
07/11/18
DBAB
07/11/18
DOWNGRADE
DBAB
Hold
Pan American Silver downgraded to Hold from Buy at Deutsche Bank
Deutsche Bank analyst Chris Terry downgraded Pan American Silver to Hold citing valuation and a more cautious stance on precious metals.
01/08/18
SCOT
01/08/18
UPGRADE
SCOT
Outperform
Pan American Silver upgraded to Outperform from Sector Perform at Scotiabank
11/22/17
11/22/17
UPGRADE

On The Fly: Top five analyst upgrades
Catch up on today's top five analyst upgrades with this list compiled by The Fly: 1. Kellogg (K) upgraded to Buy from Hold at Argus with analyst David Coleman saying that despite the challenging operating environment, the company will benefit from diminishing currency headwinds and new product launches in the coming quarters. 2. Dominion (D) upgraded to Buy from Neutral at BofA/Merrill with analyst Julien Dumoulin-Smith citing improved prospects for a tax reform resolution at VEPCO and expectations for improved execution. 3. Pan American Silver (PAAS) upgraded to Outperform from Neutral at Credit Suisse with analyst Robert Reynolds saying the 4% pullback in shares since the third quarter results provides an attractive valuation and entry point. 4. New Jersey Resources (NJR) upgraded to Buy from Neutral at Janney Capital. 5. Terreno Realty (TRNO) upgraded to Buy from Neutral at National Securities. This list is just a portion of The Fly's full analyst coverage. To see The Fly's full Street Research coverage, click here.
TAHO Tahoe Resources
$2.20

-0.055 (-2.44%)

03/28/18
CANT
03/28/18
INITIATION
CANT
Overweight
Tahoe Resources initiated with a Buy at Cantor Fitzgerald
Cantor Fitzgerald analyst Matthew O'Keefe started Tahoe Resources with a Buy rating and C$8.60 price target.
01/26/18
FBCO
01/26/18
DOWNGRADE
FBCO
Neutral
Tahoe Resources downgraded to Neutral from Outperform at Credit Suisse
Credit Suisse analyst Anita Soni downgraded Tahoe Resources to Neutral and lowered his price target for the shares to C$7 from C$9. The analyst updated her model to reflect preliminary production results and the continued delays in restarting Escobal. Soni expects a positive outcome but has no clarity on the timing of the Constitutional Court ruling.
01/26/18
FBCO
01/26/18
DOWNGRADE
FBCO
Neutral
Tahoe Resources downgraded to Neutral from Outperform at Credit Suisse

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