FR-T Leading Independent Advisory Firms ISS and Glass Lewis Recommend that SilverCrest and First Majestic Shareholders Vote FOR the Plan of Arrangement
VANCOUVER, BRITISH COLUMBIA--(Marketwired - Sep 15, 2015) - First Majestic Silver Corp. (TSX:FR)(NYSE:AG)(FRANKFURT:FMV)(BOLIVIANA:AG) ("First Majestic") and SilverCrest Mines Inc. (TSX:SVL)(NYSE MKT:SVLC)(FRANKFURT:CW5) ("SilverCrest") are pleased to announce that Glass, Lewis & Co. ("Glass Lewis") and Institutional Shareholder Services Inc. ("ISS"), two leading independent proxy advisory firms which provide voting recommendations to institutional investors, have each recommended that shareholders of First Majestic and SilverCrest vote FOR the respective shareholders' resolutions proposed in connection with the plan of arrangement (the "Arrangement") pursuant to which First Majestic will acquire all of the common shares of SilverCrest.
In First Majestic's report, Glass Lewis summarized their FOR recommendation for the Arrangement as follows*: "In sum, we believe the proposed acquisition of SilverCrest is consistent with First Majestic's growth strategy. In SilverCrest, the Company appears to have identified an attractive acquisition target which will add another producing mine to First Majestic's asset portfolio, increasing production, reserves and the Company's cash and working capital position. Moreover, First Majestic expects to realize synergies and cost savings following completion of the arrangement. Therefore, the combination is expected to be accretive to First Majestic's NAV, reserves, resources and production on a per-share basis. As a result, the acquisition is likely, in our view, to lead to enhanced financial performance and ultimately superior shareholder value. Overall, we believe that the consideration represents a reasonable and fair price for First Majestic to pay given the expected strategic and financial benefits and the opportunity to enhance shareholder value. Thus, we believe the transaction represents an appropriate use of the Company's equity capital. Based on these factors, along with the support of the board, we believe the proposed share issuance for the arrangement is in the best interests of shareholders."
In SilverCrest's report, Glass Lewis summarized their FOR recommendation for the Arrangement as follows*: "Overall, in light of SilverCrest's efforts to explore strategic and transaction alternatives over the past several years, we believe adequate assurance exists for shareholders that the proposed transaction likely represents the best opportunity available at this time to maximize shareholder value. Given the opportunity to participate as investors in a larger, more diverse and higher profile silver producer, while retaining a significant interest in both SilverCrest's producing asset and its exploration properties, we believe the proposed arrangement is strategically and financially compelling. Finally, while the transaction comes at a time when silver prices are at a 5-year low, we believe the exchange ratio is a fair and acceptable level at which shareholders can convert the majority of their investments in SilverCrest to holdings in the enlarged First Majestic, while maintain a direct ownership interest in SilverCrest's exploration properties through shares in New SilverCrest. Based on these factors, along with the support of the board, we believe the proposed arrangement is in the best interests of shareholders."
*Permission to quote from the Glass Lewis report was neither sought nor obtained.
The SilverCrest Special Meeting
The special meeting of SilverCrest shareholders will be held at 10:00 AM Pacific time on Friday, September 25, 2015 at the Metropolitan Hotel Vancouver, 645 Howe Street, Vancouver, British Columbia.
The First Majestic Special Meeting
The special meeting of First Majestic shareholders will be held at 2:00 PM Pacific time on Friday, September 25, 2015 at the Terminal City Club, 837 West Hastings Street, Vancouver, British Columbia.
Proxy Submission Deadlines
SilverCrest shareholders: 10:00 AM Pacific time on September 23, 2015
First Majestic shareholders: 2:00 PM Pacific time on September 23, 2015
YOUR VOTE IS IMPORTANT - PLEASE VOTE TODAY. Your vote is important regardless of the number of shares you own. First Majestic and SilverCrest shareholders are encouraged to read the Joint Circular in detail.
The Boards of Directors of First Majestic and SilverCrest have unanimously recommended that their respective shareholders vote FOR the Arrangement.
How to Vote
Shareholders are encouraged to vote today using the internet or telephone.
Registered shareholders may vote by:
Internet: www.investorvote.comTelephone: 1-866-732-VOTE (8683) (North American Toll Free)MailAttending the meeting in personNon-registered shareholders who hold shares of First Majestic or SilverCrest through a bank or other intermediary will have different voting instructions and should carefully follow the voting instructions provided to them. In most cases, non-registered shareholders will receive a voting instruction form as part of the meeting materials. Non-registered shareholders are encouraged to complete, sign and return the voting instruction form in accordance with the instructions on the form.
In addition, certain non-registered shareholders of First Majestic and SilverCrest may be contacted by Laurel Hill Advisory Group, the proxy solicitation agent, to obtain votes directly over the phone utilizing the Broadridge QuickVote ™ service.
Shareholder Questions
Shareholders who have questions regarding the Arrangement or who require assistance with voting may contact Laurel Hill Advisory Group, the proxy solicitation agent, by telephone at 1-877-452-7184 toll-free in North America or call collect at 1-416-304-0211 outside of North America or by email at assistance@laurelhill.com.
Additional information concerning the Arrangement can be found in the joint management information circular dated August 24, 2015 (the "Joint Circular"), which was mailed to shareholders of First Majestic and SilverCrest and is also available under the profiles of each of First Majestic and SilverCrest on SEDAR at www.sedar.com and on EDGAR at www.sec.gov. The Joint Circular is also available on the websites of First Majestic at www.firstmajestic.com and SilverCrest at www.silvercrestmines.com.
The Arrangement is expected to close on October 1, 2015, subject to applicable regulatory approvals and the satisfaction of other customary conditions.
ABOUT FIRST MAJESTIC
First Majestic is a mining company focused on silver production in Mexico and is aggressively pursuing the development of its existing mineral property assets and the pursuit through acquisition of additional mineral assets which contribute to the Company achieving its corporate growth objectives.
ABOUT SILVERCREST
SilverCrest is a Canadian precious metals producer headquartered in Vancouver, BC. SilverCrest's flagship property is the 100%-owned Santa Elena Mine, located in the State of Sonora, Mexico. The operation comprises a high-grade, epithermal silver and gold deposit, along with a 3,000 tpd conventional milling facility. Santa Elena is projected to produce in a range of 4.7 to 5.1 million silver equivalent ounces in 2015.
ON BEHALF OF THE BOARD OF FIRST MAJESTIC SILVER CORP.
Keith Neumeyer, President & CEO
ON BEHALF OF THE BOARD OF SILVERCREST MINES INC.
J. Scott Drever, CEO
stockboard.com |
