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Acquisition of Tahoe Resources by Pan American Silver Completed for US$1.067 Billion

Published: 02/22/2019

Team: Paul M. Stein, Jeffrey P. Roy, Jen Hansen, Jamie Litchen, Aimee O'Donnell, Sam Chapman, Conrad H. Lee, David Budd, Jennifer Wasylyk, Chris Hersh, Matthew Nied, Jessica L. Lewis, Christopher B. Norton, Tera Li Parizeau

On February 22, 2019, Pan American Silver Corp. completed the acquisition of Tahoe Resources Inc. to create the world’s premier silver mining company. The acquisition was completed by way of a plan of arrangement under which Pan American acquired all of the issued and outstanding shares of Tahoe. Tahoe shareholders had the right to elect to receive either US$3.40 in cash or 0.2403 of a Pan American share for each Tahoe share, subject in each case to pro-ration with a maximum cash consideration of US$275 million and a maximum of 56 million Pan American shares, for total initial consideration of US$1.067 billion. In addition, Tahoe shareholders received contingent consideration in the form of one contingent value right ("CVR") for each Tahoe share with each CVR being exchangeable for 0.0497 of a Pan American share upon first commercial shipment of concentrate following restart of operations at the Escobal mine. In aggregate, Pan American paid US$275 million in cash and issued 55,990,512 Pan American shares and 313,887,490 CVRs to Tahoe shareholders under the arrangement.

Cassels Brock acted for Tahoe with a deal team that included Paul Stein, Jeffrey Roy, Jen Hansen, Jamie Litchen, Aimee O’Donnell, Sam Chapman and Conrad Lee, (Securities, M&A and Mining), David Budd and Jennifer Wasylyk, (Financial Services), Chris Hersh (Competition), Matthew Nied and Jessica Lewis (Litigation) and Chris Norton and Tera Li Parizeau (Tax).