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F E B R U A R Y / M A R C H 2 0 1 5
Coeur Mining in friendly takeover
of Paramount Gold and Silver
Paramount Gold and silver corp. [PZG-TSX, NYSE] and coeur
Mining, Inc. [CDE-NYSE] have agreed for Coeur to acquire all
of the issued and outstanding shares of Paramount and its San
Miguel Project in northwestern Mexico. As part of the arrange-
ment, shares of Paramount's subsidiary holding, its Nevada
mining assets, will be spun-off to Paramount shareholders. The
Nevada assets include the past-producing Sleeper gold mine near
Winnemucca that hosts substantial gold resources where a PEA
was completed in 2012.
Under terms of the merger agreement, Coeur will acquire each
share of outstanding Paramount common stock from Paramount's
shareholders in exchange for 0.2016 of a share of Coeur common
stock. Paramount shareholders will receive their pro rata share of
the outstanding shares of an existing subsidiary or a newly incor-
porated subsidiary of Paramount. The new subsidiary will hold
Paramount's interest in the Sleeper Gold, Mill Creek and Spring
Valley Projects in Nevada and will be capitalized with $10 million
in cash from Coeur. Upon completion of the merger, Paramount
shareholders will hold a 95.1% interest in the new subsidiary and
Coeur will hold the remaining 4.9%.
The Exchange Ratio at the time of the announcement of
the merger represented an implied value of $0.90 per share of
Paramount common stock based on the 20-trading day vol-
ume weighted average price (VWAP) of Coeur common shares
prior to the announcement of the merger of $4.47 on the New
York Stock Exchange, and an implied 19.8% premium based
upon Paramount's and Coeur's 20-trading day VWAP prior to
the announcement of the merger ($0.75 and $4.47 respectively),
MINING
Drilling operations at the Westwood Zone at the past-producing
Sleeper gold mine 25 miles from Winnemucca, Nevada. Photo
courtesy Paramount Gold & Silver Corp.
