First Majestic Silver Agrees To Acquire SilverCrest Mines - Quick Facts

(RTTNews) - First Majestic Silver Corp. (AG, FR.TO) said that it has agreed to acquire all of the issued and outstanding common shares of SilverCrest Mines Inc. (SVLC, SVL.TO) for consideration of 0.2769 of a common share of First Majestic plus C$0.0001 in cash per SilverCrest common share.

The offer implies a value of C$1.30 per SilverCrest share based on the closing price of First Majestic's common shares on the Toronto Stock Exchange on July 24, 2015.

The Board of Directors of SilverCrest has unanimously approved the transaction and will provide a written recommendation that SilverCrest shareholders vote in favour of the transaction.

The offer represents a premium of approximately 37% to SilverCrest's 30-day volume-weighted average price ("VWAP") on the TSX for the period ending July 24, 2015 and a 35% premium to SilverCrest's previous closing price.

The transaction will be implemented by way of a plan of arrangement under the Business Corporations Act (British Columbia).

In addition, shareholders of SilverCrest will receive shares in a newly formed company which will hold certain exploration assets currently held by SilverCrest and First Majestic.

As per the transaction, First Majestic will issue approximately 32.8 million common shares, valuing SilverCrest's equity at approximately C$154 million, based on current closing prices.

Following the completion of the transaction, the current shareholders of SilverCrest will hold approximately 21% of the issued and outstanding shares of First Majestic.

The Arrangement will also provide for the issuance by First Majestic of an aggregate of approximately 2.9 million replacement stock options (the "Replacement Options") (assuming no exercise of existing SilverCrest options) to SilverCrest option holders who do not exercise such options prior to the effective time of the Arrangement, at exercise prices adjusted by the Exchange Ratio.

In connection with the Arrangement, each SilverCrest shareholder will also receive 0.1667 common shares of New SilverCrest for each SilverCrest common share held.

The Arrangement Agreement includes customary provisions, including non-solicitation of alternative transactions, right to match superior proposals and fiduciary-out provisions. In addition, SilverCrest has agreed to pay a termination fee to First Majestic of C$8 million upon the occurrence of certain events. First Majestic and SilverCrest have each agreed to pay a C$1 million expense reimbursement fee to the other party upon termination of the Arrangement Agreement due to the occurrence of certain other events.