Important Reminder to Vote for Tahoe’s Proposed Plan of Arrangement With Pan American Silver
Tahoe Resources Inc. (“Tahoe”) (TSX: THO) (NYSE: TAHO) would like to remind shareholders that the proxy voting deadline to vote their shares for the proposed plan of arrangement (the “Arrangement”) with Pan American Silver Corp. (“Pan American”) is 11:00 a.m. PT on Friday, January 4, 2019.
Reasons and Benefits of the Arrangement:
In evaluating the Arrangement and UNANIMOUSLY reaching their conclusion and making their recommendation that Tahoe shareholders vote FOR the Arrangement, the Tahoe Board of Directors considered the benefits and advantages resulting from the Arrangement, including, among others:
- Significant Premium to Tahoe Shareholders
- Meaningful Participation in the World’s Largest Publicly-Traded Silver Company by Free Float
- Tahoe Shareholders Retain Exposure to the Restart of the Escobal Mine
- Participation in the Diversified Portfolio of the Combined Company
- Stronger Financial Position and Balance Sheet Strength
- Addresses Cash Flow and Financial Liquidity Risk and Other Considerations Resulting from the Extended Shutdown of the Escobal Mine
- Strong Proven Management Team
Independent Proxy Advisors Recommend Tahoe Shareholders Vote FOR the Arrangement
Institutional Shareholder Services (“ISS”) and Glass Lewis & Co. (“Glass Lewis”) are two leading independent, third-party proxy advisory firms who issue voting recommendations to institutional shareholders. Both ISS and Glass Lewis have recommended that shareholders of Tahoe vote FOR the Arrangement with Pan American.
The special meeting of shareholders of Tahoe is scheduled for 11:00 a.m. PT on Tuesday, January 8, 2019 at Royal Centre, 1055 West Georgia Street, Suite 1500, Vancouver, British Columbia.
Additional information concerning the Arrangement can be found in Tahoe’s information circular (the “Information Circular”) dated December 4, 2018. An electronic copy of the Information Circular is available under Tahoe’s profile on SEDAR at www.sedar.com and on Tahoe’s website at http://www.tahoeresources.com/investors/pan-american-transaction.
YOUR VOTE IS IMPORTANT - PLEASE VOTE TODAY
How to Vote
Shareholders are encouraged to vote today using the internet or telephone, to ensure your vote is received in a timely manner.
Registered shareholders: Shares held in your own name and represented by a physical certificate may vote by:
- Internet: www.investorvote.com
- Telephone: 1-866-732-8683
Beneficial shareholders: Shares held with a broker, bank or other intermediary may vote by:
- Internet: www.proxyvote.com
- Telephone: 1-877-452-7184
Tahoe shareholders may elect whether they would like to receive cash consideration or share consideration in respect of each Tahoe share held upon completion of the Arrangement, subject to proration based on a maximum cash consideration of US$275 million and a maximum of 56,074,675 Pan American shares to be issued. If you fail to make a proper election prior to the election deadline, you will be deemed to have elected to receive the share consideration in respect of each Tahoe share held.
The deadline to elect your preferred form of consideration is 4:00 p.m. PT/7:00 p.m. ET on Thursday, January 3, 2019.
Shareholder Questions and Assistance
If you have any questions or require assistance voting your Tahoe shares, please contact our proxy solicitation agent, Laurel Hill Advisory Group, at 1-877-452-7184 toll-free in North America, or call collect outside North America at +1 416-304-0211, or by e-mail at email@example.com.
About Tahoe Resources Inc.
Tahoe Resources is a mid-tier precious metals company with a diverse portfolio of mines and projects in Canada, Guatemala and Peru. Tahoe is led by experienced mining professionals dedicated to creating sustainable value for all of its stakeholders through responsible mining. The company is listed on the TSX (“THO”) and NYSE (“TAHO”) and is a member of the S&P/TSX Composite, the TSX Global Mining indices and the Russell 2000 on the NYSE.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This news release contains “forward-looking statements” within the meaning of Section 27A of the U.S. Securities Act, Section 21E of the U.S. Exchange Act, or the U.S. Private Securities Litigation Reform Act of 1995 and “forward-looking information” within the meaning of applicable Canadian securities legislation (forward-looking information and forward-looking statements being collectively herein after referred to as “forward-looking statements”). These forward-looking statements include but are not limited to statements and information concerning the potential benefits of the Arrangement.
These forward-looking statements are based on the beliefs of Tahoe’s management, as well as on assumptions, which management believes to be reasonable based on information currently available at the time such statements were made. However, there can be no assurance that the forward-looking statements will prove to be accurate. Such assumptions and factors include, among other things, the satisfaction of the terms and conditions of the Arrangement, including the approval of the Arrangement and its fairness by the court, the receipt of shareholder approvals, and the receipt of the required governmental and regulatory approvals and consents.
By their nature, forward-looking statements are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Tahoe or Pan American to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements are subject to a variety of risks, uncertainties and other factors which could cause actual events or results to differ from those expressed or implied by forward-looking statements, including, without limitation: the Arrangement Agreement may be terminated in certain circumstances; Tahoe will incur costs even if the Arrangement is not completed, and may also be required to pay a termination fee to Pan American; the termination fee may discourage other parties from attempting to acquire Tahoe; risks related to the business combination with Pan American, including risks related to assimilating operations and employees; risks related to the diversion of management time on the Arrangement; risks related to the completion of the Arrangement having a potential adverse effect on the market price of Pan American shares; the potential impact of the announcement or consummation of the Arrangement on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; general business, economic, competitive, political, regulatory and social uncertainties; the future price of gold, silver, copper, lead and zinc and market price volatility; changes in applicable laws and compliance with government regulation; risks related to the timing and possible outcome of pending or threatened litigation and the risk of unexpected litigation; risks related to political developments and policy shifts; and risks related to community and non-governmental actions.
Some of the important risks and uncertainties that could affect forward-looking statements are described further in the Information Circular and under the heading “Risks Related to Tahoe’s Business” in Tahoe’s most recent Form 40-F and annual information form filed with the United States SEC and Canadian provincial securities regulatory authorities, respectively, and included in the management’s discussion and analysis for the nine months ended September 30, 2018. Although Tahoe has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. These forward-looking statements are made as of the date of this news release and other than as required by applicable securities laws, Tahoe assumes no obligation to update or revise them to reflect new events or circumstances, except to the extent required by applicable law.
Alexandra Barrows, Vice President Investor Relations