Filed
by Pan American Silver Corp.
pursuant
to Rule 425 under the Securities Act of 1933
Commission File No. 333-162778
Subject
Company: Aquiline Resources Inc.
Commission File No. N/A.
Pan
American Silver Corp. Now Owns 84.5% of Aquiline Resources Inc.’s Common
Shares
Offers
for Remaining Securities Extended Until December 22, 2009
(Note:
All currency figures are in CDN$, unless otherwise indicated)
Vancouver, British
Columbia – December 8, 2009 – Pan American Silver Corp.
(“Pan American”) (TSX:PAA; NASDAQ:PAAS) is pleased to announce that it has been
advised by Kingsdale Shareholder Services Inc. (the “Depositary”) that
67,216,956 common shares (the “Aquiline Shares”) of Aquiline Resources Inc.
(“Aquiline”) (TSX:AQI) have been deposited to Pan American’s offer to acquire
all of the issued and outstanding Aquiline Shares (the “Share Offer”),
representing approximately 81.8% of the Aquiline Shares issued and outstanding
as of December 7, 2009 calculated on a Diluted Basis (as defined
below). In addition, Pan American has been advised by the Depositary
that none of Aquiline’s February 2008 series of common share purchase warrants,
none of Aquiline’s May 2008 series of common share purchase warrants and
1,925,000 of Aquiline’s October 2008 series of common share purchase warrants
(the “October 2008 Warrants) (all warrants together, the “Aquiline Warrants”,
and together with the Aquiline Shares and the Aquiline convertible debenture,
the “Aquiline Securities”) have been deposited to Pan American’s offers to
acquire each outstanding series of Aquiline Warrants and the Aquiline
convertible debenture (together, the “Convertible Security Offers”, and together
with the Share Offer, the “Offers”). Furthermore, Pan American has
been advised by Aquiline that all of Aquiline’s November 2008 series of common
share purchase warrants have been exercised for Aquiline Shares.
All of
the conditions to the Offers have been satisfied and, accordingly, Pan American
has taken up all Aquiline Securities deposited to the Offers as of this
date.
Together
with the Aquiline Shares and Aquiline common share purchase warrants owned by
Pan American prior to the making of the Offers, Pan American, following the take
up of Aquiline Securities deposited to the Offers to date, owns 72,291,956
Aquiline Shares (assuming the exercise by Pan American of all of the convertible
securities of Aquiline owned by it or taken up by it to date under the
Convertible Security Offers), representing approximately 88.0 % of the Aquiline
Shares on a Diluted Basis (as defined below).
Pan
American would also like to announce that it has extended the expiration date of
its Offers to 9:00 pm Eastern Standard Time on Tuesday, December 22, 2009 in
order to permit Aquiline Securityholders that have not tendered their Aquiline
Securities an opportunity to do so.
For the
purposes of this press release, “Diluted Basis” means the total number of
Aquiline Shares outstanding as of December 7, 2009, together with all Aquiline
Shares issuable on exercise of the October 2008 Warrants which remain
outstanding.
About
the Offers
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 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 Convertible Debenture should accept or reject any of
the Convertible Security Offers.
BMO
Capital Markets, financial advisor to Aquiline, has previously delivered a
fairness opinion to the board of directors of Aquiline in connection with the
Share Offer. Cormark Securities Inc. has also
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2T6
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TEL
604.684.1175 • FAX
604.684.0147
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www.panamericansilver.com
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previously
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
Share, which represents a premium of approximately 36.6% over the closing price
of Aquiline 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 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 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.
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 Aquiline’s directors' circular has been filed on
SEDAR.
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,
including a notice of variation and extension to be filed on an Amendment No. 1
to the Form F-80. 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 SEC 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.