Minefinders Corporation Ltd. (TSX:MFL)(NYSE Amex:MFN) - (All
figures are in Canadian dollars except where noted) -
Minefinders Corporation Ltd. ("Minefinders" or the "Company")
today announced that it has provided a notice (the "Notice"), to
all holders (the "Noteholders") of its 4.50% Convertible Senior
Notes due 2015 (the "Notes"), of certain matters relating to the
recently announced proposal of Pan American Silver Corp. ("Pan
American") to acquire all of the issued and outstanding common
shares of Minefinders ("Common Shares"). The Notice was provided by
the Company pursuant to the indenture (the "Indenture"), dated as
of November 3, 2010, between Minefinders and The Bank of New York
Mellon, as trustee (the "Trustee"), which governs the terms of the
Notes.
As previously announced, Minefinders and Pan American have
entered into an Arrangement Agreement (the "Arrangement
Agreement"), dated as of January 22, 2012, pursuant to which Pan
American will acquire all of the issued and outstanding Common
Shares in accordance with a court-approved plan of arrangement of
the Company under the Ontario Business Corporations Act (the
"Arrangement"). Under the Arrangement, each shareholder of
Minefinders would receive in exchange for each Common Share held,
either: (i) 0.55 shares of Pan American and $1.84 in cash ("Full
Proration Option"); or (ii) 0.6235 shares of Pan American and
$0.0001 in cash; or (iii) $15.60 in cash, subject to pro-ration
under total aggregate cash and share pools. The effect of the
prorationing will be that the average consideration received by
Minefinders' shareholders will be equal to the Full Proration
Option (the "Consideration").
The effective date of the Arrangement is expected to occur on or
about March 30, 2012 (the "Effective Date"). The consummation of
the Arrangement is subject to the satisfaction or waiver of a
number of conditions, including the approval of Minefinders'
shareholders and optionholders at a special meeting (the "Special
Meeting") convened for March 26, 2012 and, thereafter, by the
Superior Court of Justice of Ontario (as required under Canadian
law), as well as the satisfaction or waiver of the other conditions
specified in the Arrangement Agreement. Accordingly, no assurance
can be given at this time as to the closing of the Arrangement or
the timing thereof.
The terms of the Arrangement Agreement, including the conditions
of the respective parties' obligation to effect the transactions
contemplated thereby, are described in greater detail in
Minefinders' management information circular dated February 17,
2012 (the "Circular") which has been prepared in connection with
the Special Meeting. The Circular is available on www.sedar.com and
www.sec.gov.
Notice to Noteholders
Prior to the proposed Arrangement becoming effective, the Notes
are convertible into Common Shares and upon the effectiveness of
the Arrangement the Common Shares will be exchanged pursuant to the
terms noted above. Noteholders who convert prior to the Effective
Date will receive additional Common Shares since the Arrangement is
considered a fundamental change under the terms of the Indenture.
If the Arrangement is not completed, Noteholders will not be
entitled to receive any additional Common Shares upon conversion of
the Notes in respect of the Arrangement. If the Arrangement is
completed, Noteholders converting their Notes after the Effective
Date of the Arrangement will also be entitled to receive additional
Common Shares.
Within 30 days after the Effective Date of the Arrangement,
Minefinders is required, pursuant to the Indenture, to make an
offer to purchase the Notes (the "Purchase Offer") on a purchase
date that is 30 business days after the date of the Purchase Offer
for cash at a price equal to the principal amount of Notes plus
accrued and unpaid interest, including certain additional
amounts.
Noteholders who do not convert their Notes prior to the
Effective Date of the Arrangement and who elect not to accept the
Purchase Offer will continue to hold their Notes and will continue
to have a right to convert such Notes.
In accordance with Section 13.1(b)(ii) of the Indenture and
pursuant to the election of Minefinders as set forth in the Notice,
after the "Effective Time" (as defined in the Indenture), each
Noteholder will be entitled to receive upon conversion of any
Notes, for each US$1,000 principal amount of Notes, the number of
"Prescribed Securities" (as defined in the Indenture) consisting of
Common Shares that will have an aggregate market value at the time
of such conversion equal to the product obtained by multiplying the
applicable "Conversion Rate" (as defined in the Indenture) by the
market value of the Consideration at such time (the "Cash
Equivalent Conversion Consideration"). In lieu of Common Shares
deliverable upon conversion of the Notes, pursuant to Section 13.3
of the Indenture, as may be supplemented by any supplemental
indenture, the Company at its sole option has the right to deliver
an amount of cash equal to the Cash Equivalent Conversion
Consideration. Minefinders expects that a supplemental indenture
will be entered into with the Trustee.
This press release is issued in accordance with the terms of the
Indenture.
About Minefinders
Minefinders is a precious metals mining and exploration company
and operates the multi-million ounce Dolores gold and silver mine
in Mexico. For more information, please visit our website at
www.minefinders.com.
Additional Information About the Arrangement and Where to Find
It
In connection with the Arrangement, Pan American and Minefinders
have filed relevant materials with the United States Securities and
Exchange Commission (the "SEC") and certain Canadian regulatory
authorities, including information circulars. Investors and
securityholders are urged to read these documents (if and when they
become available) and any other relevant documents filed by Pan
American and Minefinders with the SEC and certain Canadian
regulatory authorities, as well as any amendments or supplements to
these documents because they contain important information.
Investors and securityholders may obtain these documents free of
charge at the SEC's website at www.sec.gov or on SEDAR at
www.sedar.com. In addition, the documents filed with the SEC and
certain Canadian regulatory authorities by Pan American and
Minefinders may be obtained free of charge by directing such
request to: Kingsdale Shareholder Services at 1-877-657-5859.
Outside of North America, please dial 416-867-2272, or email
contactus@kingsdaleshareholder.com or from Pan American's website
at www.panamericansilver.com or from Minefinders' website at
www.minefinders.com. Investors and securityholders are urged to
read the information circulars and the other relevant materials
before making any investment decision with respect to the
Arrangement. Securityholders who have questions about the
Arrangement can also contact Kingsdale. Kingsdale has been retained
by Pan American to act as Information Agent for the
Arrangement.
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.
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. ALL STATEMENTS, OTHER THAN
STATEMENTS OF HISTORICAL FACT, ARE FORWARD-LOOKING STATEMENTS. WHEN
USED IN THIS NEWS RELEASE, THE WORDS, "MAY", "EXPECT", "INTEND",
"PLANS", "POTENTIAL", "ANTICIPATED", "ESTIMATED", AND OTHER SIMILAR
WORDS AND EXPRESSIONS, IDENTIFY FORWARD-LOOKING STATEMENTS OR
INFORMATION. THESE FORWARD-LOOKING STATEMENTS OR INFORMATION RELATE
TO, AMONG OTHER THINGS: THE ANTICIPATED DATE FOR CLOSING OF THE
ARRANGEMENT; THE SELECTION OF THE CONVERSION OPTIONS AVAILABLE TO
NOTEHOLDERS; THE APPROVAL OF THE SHAREHOLDERS OF BOTH PAN AMERICAN
AND MINEFINDERS; AND THE APPROVAL OF THE ONTARIO SUPERIOR COURT OF
JUSTICE; THE ENTRY INTO A SUPPLEMENTAL INDENTURE BY MINEFINDERS AND
THE TRUSTEE; WHETHER AND WHEN NOTEHOLDERS WILL CONVERT THEIR NOTES;
AND OTHER STATEMENTS THAT ARE NOT HISTORICAL FACT.
THESE FORWARD-LOOKING STATEMENTS OR INFORMATION REFLECT THE
COMPANY'S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE
NECESSARILY BASED UPON A NUMBER OF ASSUMPTIONS AND ESTIMATES THAT,
WHILE CONSIDERED REASONABLE BY THE COMPANY, ARE INHERENTLY SUBJECT
TO SIGNIFICANT BUSINESS, ECONOMIC, COMPETITIVE, POLITICAL AND
SOCIAL UNCERTAINTIES AND CONTINGENCIES. MANY FACTORS, BOTH KNOWN
AND UNKNOWN, COULD CAUSE ACTUAL RESULTS, OR ACHIEVEMENTS TO BE
MATERIALLY DIFFERENT FROM THE RESULTS, OR ACHIEVEMENTS THAT ARE OR
MAY BE EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS
CONTAINED IN THIS NEWS RELEASE AND THE COMPANIES HAVE MADE
ASSUMPTIONS AND ESTIMATES BASED ON OR RELATED TO MANY OF THESE
FACTORS. SUCH FACTORS INCLUDE, WITHOUT LIMITATION: RISKS RELATED TO
THE APPROVAL OF THE SHAREHOLDERS AND OPTIONHOLDERS ON MINEFINDERS,
RISKS RELATED TO THE APPROVAL OF THE ONTARIO SUPERIOR COURT OF
JUSTICE, BUSINESS RISKS RELATED TO THE CLOSING OF THE ARRANGEMENT,
RISKS RELATED TO THE ABILITY OF EACH OF MINEFINDERS AND PAN
AMERICAN TO SATISFY OR WAIVE ALL THE CONDITIONS PRECEDENT TO THE
CLOSING OF THE ARRANGEMENT, AND THOSE FACTORS IDENTIFIED UNDER THE
CAPTION "RISKS RELATED TO THE COMPANY'S BUSINESS" IN THE COMPANY'S
MOST RECENT FORM 40-F AND ANNUAL INFORMATION FORM FILED WITH THE
UNITED STATES SECURITIES AND EXCHANGE COMMISSION AND CANADIAN
PROVINCIAL SECURITIES REGULATORY AUTHORITIES. INVESTORS ARE
CAUTIONED AGAINST ATTRIBUTING UNDUE CERTAINTY OR RELIANCE ON
FORWARD-LOOKING STATEMENTS OR INFORMATION. ALTHOUGH THE COMPANY HAS
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.
THE COMPANY DOES NOT INTEND, AND DOES 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.
Contacts: Minefinders Corporation Ltd. - Investor Contact
Jonathan Hackshaw Director of Corporate Communications 604-687-6263
ext. 113 604-687-6267 (FAX)jon@minefinders.com
www.minefinders.com
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