On February 22, 2019, Pan American Silver Corp. completed the acquisition of Tahoe Resources Inc. to create the world’s premier silver mining company. The acquisition was completed by way of a plan of arrangement under which Pan American acquired all of the issued and outstanding shares of Tahoe. Tahoe shareholders had the right to elect to receive either US$3.40 in cash or 0.2403 of a Pan American share for each Tahoe share, subject in each case to pro-ration with a maximum cash consideration of US$275 million and a maximum of 56 million Pan American shares, for total initial consideration of US$1.067 billion. In addition, Tahoe shareholders received contingent consideration in the form of one contingent value right (CVR) for each Tahoe share with each CVR being exchangeable for 0.0497 of a Pan American share upon first commercial shipment of concentrate following restart of operations at the Escobal mine. In aggregate, Pan American paid US$275 million in cash and issued 55,990,512 Pan American shares and 313,887,490 CVRs to Tahoe shareholders under the arrangement.
Cassels acted for Tahoe with a deal team that included Paul Stein, Jeffrey Roy, Jen Hansen, Jamie Litchen, Aimee O’Donnell, Sam Chapman and Conrad Lee, (Securities, M&A and Mining), David Budd and Jennifer Wasylyk, (Financial Services), Chris Hersh (Competition), Matthew Nied and Jessica Lewis (Litigation) and Chris Norton and Tera Li Parizeau (Tax).