Highlights of the Hecla Offer:
All-cash offer of CDN$1.80 for each U.S. Silver common share provides
significant, immediate and certain value and liquidity to U.S. Silver
Premium of over 23% over the closing price of U.S. Silver common
shares on July 24, 2012 and a premium of 30% over the U.S. Silver
20-day volume weighted average common share price as at July 24, 2012
on the TSX.
Offer for each common share also represents a premium of 28% to the
imputed offer price of CDN$1.41 under the proposed merger with RX Gold
& Silver, as at July 24, 2012.
Simultaneous and inter-conditional offers to acquire each outstanding
common share as well as each U.S. Silver purchase warrant for
CDN$0.205 (its “in the money” amount).
Offers not subject to financing; Hecla has sufficient cash on hand to
complete the offers.
Hecla Offer conditional upon the RX proposal not proceeding or such
transaction otherwise terminating; U.S. Silver shareholders need to REVOKE
proxies voted for the proposed RX Gold & Silver transaction (if your
shares have been previously voted for it) and vote AGAINST it
immediately, before the August 2, 2012 proxy submission deadline.
COEUR D’ALENE, Idaho--(BUSINESS WIRE)--Jul. 26, 2012--
Hecla Mining Company (NYSE:HL) (“Hecla”) announced today that an
indirect wholly owned subsidiary has formally commenced offers to
acquire all of the outstanding common shares of U.S. Silver Corporation
(“U.S. Silver”) for CDN$1.80 per common share in cash and to acquire
each outstanding common share purchase warrant for CDN$0.205 (its “in
the money” amount based on such price per common share) (together, the
“The all-cash Hecla Offer provides certainty of value and immediate
liquidity at an attractive premium for U.S. Silver shareholders,” said
Hecla’s President and Chief Executive Officer, Phillips S. Baker, Jr.
“To capitalize on the Hecla Offer and receive what is, by any measure,
superior value relative to the RX proposal, U.S. Silver shareholders
need to act quickly and follow a three step process.”
For the Hecla Offer to be successful, U.S. Silver common shareholders
1) REVOKE any proxies they may have voted for the proposed RX
Gold & Silver transaction;
2) Vote AGAINST the proposed RX Gold & Silver transaction
immediately, before the August 2, 2012 proxy submission deadline; and
3) TENDER their common shares and/or warrants to the Hecla Offer.
U.S. Silver shareholders with questions about the Hecla Offer can
contact Hecla’s information agent, MacKenzie Partners Inc., at
Hecla Offer Provides Superior Value
Hecla believes its offers for U.S. Silver constitutes a “superior
proposal” relative to the proposed U.S. Silver and RX Gold & Silver
transaction for the following reasons:
The Hecla Offer to purchase all of the issued and outstanding common
shares of U.S. Silver for CDN$1.80 per share in cash represents a
premium of over 23% to the CDN$1.46 closing price of U.S. Silver
common shares on the TSX on July 24, 2012 and a premium of 28% to the
imputed offer price of CDN$1.41 under the RX Proposal, as at the same
The Hecla Offer will eliminate integration and dilution risk to U.S.
Silver shareholders associated with the proposed merger with RX Gold &
Silver and any subsequent capital needs;
Hecla is offering to acquire each outstanding common share purchase
warrant for CDN$0.205 (its “in the money” amount); and
After successful completion of the Hecla Offer, Hecla will offer to
pay holders of U.S. Silver options (vested or not) for the
cancellation of their options the greater of: (a) their “in the money
amount” or (b) CDN$0.01 per option in cash.
Background to the Hecla Offer
In June, the U.S. Silver Board of Directors approved a proposed business
combination between U.S. Silver and RX Gold & Silver. Shareholders of
U.S. Silver are scheduled to vote on the proposed transaction at a
special meeting of U.S. Silver shareholders, currently scheduled for
August 7, 2012.
Early on Monday, July 23, 2012, Hecla approached the Board of Directors
of U.S. Silver to discuss the Hecla Offer and, at that time, expressed a
strong desire to enter into a friendly transaction supported by the
Board of Directors of U.S. Silver at CDN$1.80 per common share. Hecla
and U.S. Silver engaged in discussions; however, the two companies were
unable to reach an agreement on how best to proceed on a timely basis.
Given this impasse and the rapidly approaching meetings on the proposed
RX Gold & Silver transaction, Hecla believes it was compelled to make
its offer directly to holders of U.S. Silver common shares and warrants
and provide them with the opportunity to receive what it believes is
superior consideration for their shares.
Further Details of the Hecla Offer
The Hecla Offer constitutes two offers: 1) an offer to purchase all of
the outstanding common shares of U.S. Silver for CDN$1.80 in cash, and
2) an offer to purchase each outstanding common share purchase warrant
for CDN$0.205 (its “in the money” amount). The two offers are
inter-conditional. The offers are not subject to any financing
conditions. Hecla has sufficient cash to pay for the consideration
payable under the offers and associated expenses. At March 31, 2012,
Hecla had US$279 million in cash and equivalents and no bank debt.
The Hecla Offer was commenced by way of a newspaper advertisement, to be
followed by way of a formal offer and take-over bid circular that will
be mailed to holders of U.S. Silver common shares and warrants as soon
as possible, once U.S. Silver makes a list of holders of shares and a
list of holders of warrants available. Hecla requested such lists on
July 25, 2012. The Hecla Offer is subject to usual and customary
conditions, including receipt of all required regulatory approvals, not
less than 66 2/3% of the U.S. Silver common shares being deposited under
the Hecla Offer and not withdrawn, and Hecla and U.S. Silver not
agreeing to proceeding with the acquisition of U.S. Silver by Hecla by
way of a negotiated plan of arrangement. The Hecla Offer is also
conditional on the RX Gold & Silver proposal not being approved by the
shareholders of U.S. Silver or such transaction otherwise being
terminated and on a sufficient number of common share purchase warrants
being tendered in the offer such that Hecla may amend the appropriate
warrant indenture to permit a cashless exercise or to cancel the
remaining warrants for their “in the money” amount.
Hecla believes that its proposal is a “superior proposal” to the RX
proposal and is considering remedies that may be available to it in
these circumstances. This may include seeking a deferral of the proposed
August 7, 2012 special meeting of U.S. Silver shareholders.
Although not part of the Hecla Offer, after the successful completion of
the Hecla Offer, Hecla is offering the holders of outstanding options to
acquire U.S. Silver common shares the opportunity to cancel their
options in consideration of the greater of the “in the money amount” of
such option and CDN$0.01.
Further details concerning the Hecla Offer are included in the newspaper
advertisement and the formal offer and take-over bid circular. The Hecla
Offer will be open for acceptance for at least 35 days following its
commencement. Hecla expects to mail the bid circular and related
documents relating to the Hecla Offer to the holders of U.S. Silver
common shares and warrants in the coming days.
Scotiabank is acting as financial advisor to Hecla in connection with
the proposed takeover offer and Aird & Berlis LLP as Hecla’s Canadian
About Hecla Mining Company
Established in 1891, Hecla Mining Company is a leading low cash cost
silver producer in the U.S. The company has two operating mines and
exploration properties in four world-class silver mining districts in
the U.S. and Mexico.
Statements made which are not historical facts, such as anticipated
payments, litigation outcome, production, sales of assets, exploration
results and plans, prospects and opportunities including reserves,
resources, and mineralization, costs, and prices or sales performance
are "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Words such as “may”, “will”,
“should”, “expects”, “intends”, “projects”, “believes”, “estimates”,
“targets”, “anticipates” and similar expressions are used to identify
these forward-looking statements. Forward-looking statements involve a
number of risks and uncertainties that could cause actual results to
differ materially from those projected, anticipated, expected or
implied. These risks and uncertainties include, but are not limited to,
metals price volatility, volatility of metals production and costs,
environmental and litigation risks, operating risks, project development
risks, political and regulatory risks, labor issues, ability to raise
financing and exploration risks and results. Refer to the company's Form
10-K and 10-Q reports for a more detailed discussion of factors that may
impact expected future results. The company undertakes no obligation and
has no intention of updating forward-looking statements other than as
may be required by law.
Cautionary Statements to Investors on Reserves and Resources
The United States Securities and Exchange Commission permits mining
companies, in their filings with the SEC, to disclose only those mineral
deposits that a company can economically and legally extract or produce.
We use certain terms on this release, such as “resource,” “other
resources,” and “mineralized materials” that the SEC guidelines strictly
prohibit us from including in our filings with the SEC. U.S. investors
are urged to consider closely the disclosure in our Form 10-K and Form
10-Q. You can review and obtain copies of these filings from the SEC's
website at www.sec.gov.
U.S. Silver shareholders with questions about the Hecla Offer can also
contact Hecla’s information agent, MacKenzie Partners Inc., at
Source: Hecla Mining Company
Hecla Mining Company
Sr. Vice President – CFO
Direct Main: 1-800-HECLA91 (1-800-432-5291)