Pan American To Acquire Tahoe - Quick Facts

(RTTNews) - Pan American Silver Corp. (PAAS, PAAS.TO) and Tahoe Resources Inc. (TAHO, THO.TO) announced a definitive agreement for Pan American to acquire all of the outstanding shares of Tahoe pursuant to a plan of arrangement. Tahoe shareholders may elect to receive $3.40 in cash or 0.2403 Pan American shares for each Tahoe share based on a maximum cash consideration of $275 million and a maximum number of Pan American shares issued of 56.0 million, totaling $1.067 billion. At closing, existing Pan American and Tahoe shareholders will own approximately 73% and 27% of Pan American, respectively.

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 $221 million. 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.

Pan American stated that it has sufficient cash on hand and available under existing credit arrangements to finance the cash portion of the consideration for the transaction.