Pursuant to the terms of the New Offer, the Company's shareholders would receive cash consideration of
Based on the closing price of the Silvercorp common shares on the
Except for the consideration being offered and as described below, the arrangement agreement that would be entered into with the New Offeror is substantially the same as the Silvercorp Arrangement Agreement. Commensurate with the increase in consideration, the proposed arrangement agreement with the New Offeror provides for an increase in the termination fee to
In accordance with the Silvercorp Arrangement Agreement, the Company has notified Silvercorp that it considers the New Offer to be a Superior Proposal under the Silvercorp Arrangement Agreement and that the five business day matching period (the "Matching Period") has commenced, during which Silvercorp has the right, but not the obligation, to propose to amend the terms of the Silvercorp Arrangement Agreement in order for the New Offer to cease to be a Superior Proposal (the "Match Right"). The Matching Period expires at
Further details of the New Offer will be provided following the entering into of definitive agreements by the Company with the New Offeror in respect of the New Offer should Silvercorp not exercise its Match Right.
Upcoming Annual and Special Shareholder Meeting
The annual and special meeting of shareholders of the Company scheduled for
After completion of the Matching Period and subject to receipt of the Order, the Company will provide notice to shareholders of a new meeting date and time on which the annual and special meeting is expected to be held, and information as to the timing of the delivery of the meeting materials to shareholders in connection therewith and the concurrent filing of the meeting materials on SEDAR.
At this time, there can be no assurance that the New Offer will lead to a termination of the Silvercorp Arrangement Agreement and the execution of a definitive agreement with the New Offeror and, accordingly, the Board has not changed its recommendation regarding the offer under the Silvercorp Arrangement Agreement.
Disclosure Update
As disclosed on
- On
May 11, 2020 , the Company announced the receipt of an unsolicited proposal from Gran Colombia Gold Corp. to acquire all of the issued and outstanding common shares of the Company at a share exchange ratio of 0.142 Gran Colombia shares for each Company share (the "Gran Colombia Proposal"). - On
May 13, 2020 , the Company announced that it rejected the Gran Colombia Proposal as the Board of the Company determined that it was not in the best interests of the Company or its shareholders. - On
May 17, 2020 , the Company announced that following the receipt of an unsolicited all-cash proposal from a third party to acquire the Company, it had entered into an amending agreement with Silvercorp to amend the arrangement agreement datedApril 26, 2020 such that the consideration offered to shareholders of the Company wasC$0.25 in cash and 0.1849 of a Silvercorp common share. - On
May 28, 2020 , the Company announced its results of the first quarter endedMarch 31, 2020 and provided a corporate update including in respect of its operations and COVID-19.
The Company is delaying the filing of its statement of executive compensation as otherwise required by subsections 9.3.1(2) and (2.2) of National Instrument 51-102 Continuous Disclosure Obligations in reliance on Ontario Instrument 51-504 Temporary Exemptions from Certain Requirements to File or Send Securityholder Materials of the
About
Forward-Looking Information
This news release contains "forward-looking information" and "forward-looking statements" (together, "forward-looking statements") within the meaning of applicable securities laws. Forward-looking statements may include, but are not limited to, statements and information with respect to the Company's objectives, goals or future plans, its financial and operational results, and the outcome of litigious matters. Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made and are based on various assumptions.
Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others: capital and operating costs varying significantly from estimates; unforeseen operational issues and other difficulties in the execution of mine plans; delays in the development of projects; general business, economic, competitive, political, health and social uncertainties; political instability and Government action; as well as those factors discussed in the Company's public documents filed on SEDAR at www.sedar.com.
Although the Company 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 to differ from those anticipated, estimated or intended. Forward-looking statements contained herein are made as of the date of this news release and the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or results, except as may be required by applicable securities laws. 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.
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