form425.htm
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Filed
by Pan American Silver Corp.
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pursuant
to Rule 425 under the Securities Act of 1933
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Commission
File Number: 333-162778
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Subject
Company: Aquiline Resources Inc.
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Commission
File Number: N/A
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Pan
American Silver Corp. and Aquiline Resources Inc. Mail Take-Over Bid Circular
and Directors' Circular
Next
step in previously announced friendly take-over offer
(Note:
All currency figures are in CDN$, unless otherwise indicated)
Vancouver,
British Columbia – October 30, 2009 – Pan
American Silver Corp. (“Pan American”) (TSX:PAA; NASDAQ:PAAS) and Aquiline
Resources Inc. (“Aquiline”) (TSX:AQI) are pleased to announce that Pan American
has mailed to securityholders of Aquiline its take-over bid circular dated
October 30, 2009 and related documents in connection with its previously
announced offers for all of the issued and outstanding common shares of Aquiline
(the “Share Offer”) and each outstanding series of Aquiline warrants and the
Aquiline convertible debenture (together, the “Convertible Security
Offers”). The total value implied by all of the offers is
approximately $626 million, based on closing prices on the day prior to public
announcement of the transaction.
Included
in the mailing to Aquiline securityholders is Aquiline's directors' circular,
also dated October 30, 2009. The board of directors of Aquiline has
unanimously determined that the Share Offer is fair to Aquiline shareholders and
in the best interest of Aquiline and unanimously recommends that Aquiline
shareholders accept the Share Offer and deposit their Aquiline common shares to
the Share Offer. The board of directors of Aquiline is making no
recommendation as to whether any holders of Aquiline warrants and the Aquiline
convertible debenture should accept or reject any of the Convertible Security
Offers.
BMO
Capital Markets, financial advisor to Aquiline, has delivered a fairness opinion
to the board of directors of Aquiline in connection with the Share
Offer. Cormark Securities Inc. also delivered a fairness opinion to
the board of directors of Aquiline in connection with the Share
Offer. Pan American’s exclusive financial advisor for this
transaction is Goldman, Sachs & Co. Based on the closing price of
Pan American common shares on the TSX on October 13th, 2009, being the last
trading day prior to announcement of the offers (and assuming a value of $0.81
for each 0.1 of a five year Pan American Warrant (a "Five Year Pan American
Warrant"), the implied value of the Share Offer is $7.47 per Aquiline
common share, which represents a premium of approximately 36.6% over the closing
price of Aquiline common shares on the TSX on the same date, and a 62.0% premium
to Aquiline’s 10-day volume weighted average price. Upon successful
completion of the transaction, Aquiline shareholders will own approximately 19%
of the enlarged Pan American.
The
Share Offer was made on the basis of 0.2495 of a Pan American common share, plus
0.1 of a Five Year Pan American Warrant for each Aquiline common
share. Each whole Five Year Pan American Warrant will entitle the
holder to acquire one Pan American common share at a price of $35.00 per Pan
American common share for a period of five years after the date on which Pan
American first pays for Aquiline common shares tendered to the Share
Offer. The consideration offered pursuant to the Convertible Security
Offers will consist of replacement Pan American securities, exercisable to
acquire Pan American common shares, with similar terms to the respective
Aquiline securities, subject to an adjustment based on a 0.2495 exchange
ratio.
Pan
American has entered into lock-up agreements with each of the directors and
senior officers of Aquiline, pursuant to which 6,447,096 common shares of
Aquiline and 1,758,333 in-the-money
Aquiline
options (assumed to be converted into Aquiline shares prior to the expiry of the
Mandatory Extension (as defined in the take-over bid circular)), together
representing approximately 9.79% of the issued and outstanding common shares of
Aquiline (on a partially-diluted basis, as defined in the take-over bid
circular) and 38,000 Aquiline Warrants have been locked-up and committed to
being tendered to the offers.
The
details of the offers are contained in the take-over bid
circular. The take-over bid circular and related documents have been
filed on SEDAR and EDGAR, and the directors' circular has been filed on
SEDAR. The offers will be open for acceptance until 9:00 p.m. Eastern
Time on December 7, 2009, unless the offers are extended or withdrawn by Pan
American. The Share Offer is conditional upon, among other things,
valid acceptance by Aquiline shareholders owning enough number of Aquiline
common shares, which together with Aquiline common shares owned by Pan American
and affiliates, would constitute not less than 66 2/3% of the outstanding common
shares of Aquiline on a Partially-Diluted Basis (as defined in the take-over bid
circular).
Aquiline
Securityholders may obtain a copy of the take-over bid circular, letters of
transmittal and notice of guaranteed delivery at the SEDAR web site at
www.sedar.com, at the EDGAR web site at www.sec.gov, at the Pan American web
site at www.panamericansilver.com and from the information agent, Kingsdale
Shareholder Services Inc. (“Kingsdale”), who may be contacted toll-free at
1-888-518-6824. Copies of the directors' circular may be obtained at
the SEDAR web site at www.sedar.com and at Aquiline's web site at
www.aquiline.com. The Depositary for the offers is
Kingsdale. Inquiries should be directed to the Depositary toll-free
at 1-888-518-6824 or contactus@kingsdaleshareholders.com.
About
Pan American
Pan
American’s mission is to be the world’s largest and lowest cost primary silver
mining company by increasing its low cost silver production and silver reserves.
The Company has eight operating mines in Mexico, Peru, Argentina and
Bolivia.
About
Aquiline
Aquiline
is an exploration and development company advancing one of the world’s largest
undeveloped silver deposits (Navidad), as well as a gold/silver deposit
(Calcatreu), both of which are situated in southern Argentina, as well as a gold
deposit in Peru (Pico Machay).
Information
Contact
Pan
American Silver Corp.
(604)
684-1175
www.panamericansilver.com
Aquiline
Resources Inc.
(416)
599-4133
www.aquiline.com
Additional
Information About The Transaction And Where To Find It
In
connection with the proposed transaction, Pan American has filed a registration
statement on Form F-80 with the United States Securities and Exchange Commission
(the “SEC”), including the take-over bid circular (which constitutes the
“prospectus” for U.S. federal securities law purposes), letters of transmittal,
notice of guaranteed delivery and other information relating to the
offers. Investors and security holders are urged to read these
documents and any other relevant documents filed by Pan American with the SEC,
as well as any amendments or supplements to these documents because they will
contain important information. Investors and security holders
may
obtain these documents free of charge at the SEC's website at www.sec.gov. In
addition, the documents filed with the SEC by Pan American may be obtained free
of charge by directing such request to: Kingsdale Shareholder Services at
1-888-518-6824 or from Pan American's website at
www.panamericansilver.com. Investors and security holders are urged
to read these documents before making any investment decision with respect to
the proposed transaction. Security holders who have questions about
the offers can also contact Kingsdale. Kingsdale has been retained by Pan
American to act as Information Agent for the offers.
This
communication shall not constitute an offer to sell or the solicitation of an
offer to buy, nor shall there be any sale of securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction. No offering
of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
Cautionary
Note Regarding Forward-Looking Statements
Certain
of the statements and information in this news release constitute “forward
looking statements” within the meaning of the United States' Private Securities Litigation Reform
Act of 1995 and “forward looking information” within the meaning of
applicable Canadian provincial securities laws relating to Pan American,
Aquiline and their respective operations. All statements, other than statements
of historical fact, are forward looking statements. These forward looking
statements or information relate to, among other things: the timing and
prospects for Aquiline securityholder acceptance of the offers and the
implementation thereof. These statements reflect the current views of
Pan American and Aquiline, respectively with respect to future events and are
necessarily based upon a number of assumptions and estimates that, while
considered reasonable by each of Pan American and Aquiline, respectively, are
inherently subject to significant business, economic, competitive, political and
social uncertainties and contingencies. Many factors, both known and unknown,
could cause actual results, performance or achievements to be materially
different from the results, performance or achievements that are or may be
expressed or implied by such forward looking statements contained in this news
release and both Pan American and Aquiline, respectively, has made assumptions
based on or related to many of these factors. Such factors include without
limitation: the fluctuations in spot and forward markets for silver, gold, base
metals and certain other commodities (such as natural gas, fuel oil and
electricity); fluctuations in currency markets (such as the Argentine peso,
Peruvian sol, Mexican peso and Bolivian boliviano versus the U.S. dollar); risks
related to the technological and operational nature of Pan American and
Aquiline’s businesses, respectively; changes in national and local government,
permitting, legislation, taxation, controls or regulations and political or
economic developments in Canada, the United States, Argentina, Mexico, Peru,
Bolivia or other countries where Pan American and Aquiline may carry on business
in the future; risks and hazards associated with the business of mineral
exploration, development and mining (including environmental hazards, industrial
accidents, unusual or unexpected geological or structural formations, pressures,
cave-ins and flooding); inadequate insurance, or inability to obtain insurance,
to cover these risks and hazards; employee relations; availability and
increasing costs associated with mining inputs and labor; the speculative nature
of mineral exploration and development, including the risks of obtaining
necessary licenses and permits; diminishing quantities or grades of mineral
reserves as properties are mined; global financial conditions; business
opportunities that may be presented to, or pursued by Pan American or Aquiline;
Pan American’s ability to complete and successfully integrate acquisitions;
challenges to Pan American’s or Aquiline’s title to properties; litigation, the
actual results of current exploration activities, conclusions of economic
evaluations, and changes in project parameters to deal with unanticipated
economic or other factors; discrepancies between actual and estimated
production, price volatility, increased competition in the mining industry for
properties, equipment, qualified personnel, and their costs; and those factors
identified under the captions "Business Combination Risks" in the take-over bid
circular and “Risks Related to Pan American’s Business” in Pan American’s most
recent Form 40-F and annual information form filed with the United States
Securities and Exchange Commission and Canadian provincial securities regulatory
authorities
and
those factors identified under the caption “description of business - risk
factors” in Aquiline’s annual information form filed with certain Canadian
provincial securities regulatory authorities and elsewhere in Aquiline documents
filed from time to time with applicable regulatory authorities. Investors are
cautioned against attributing undue certainty or reliance on forward-looking
statements. Although Pan American and Aquiline, respectively, have attempted to
identify important factors that could cause actual results to differ materially,
there may be other factors that cause results not to be as anticipated,
estimated, described or intended. Pan American and Aquiline do not intend, and
do not assume any obligation, to update these forward-looking statements or
information to reflect changes in assumptions or changes in circumstances or any
other events affecting such statements or information, other than as required by
applicable law.