Silvercorp Clarifies OreCorp Offer Intentions

时间:2024-03-11

VANCOUVER, British Columbia – March 10, 2024 – Silvercorp Metals Inc. (“Silvercorp” or the “Company”) (TSX/NYSE American: SVM) today wishes to inform its shareholders, and shareholders of OreCorp Limited (“OreCorp”) (ASX:ORR), that it intends to file a third supplementary bidder statement to indicate that the Company will not waive its 50.1% minimum acceptance condition (the “Condition”) relating to its off-market takeover bid for all of the ordinary shares in OreCorp that it does not already own (the “Offer”) in exchange for consideration comprising 0.0967 common shares of Silvercorp and A$0.19 cash per OreCorp share (the “Consideration”). The supplementary bidder’s statement will be lodged with the Australian Securities and Investments Commission. Silvercorp’s Offer is currently open for acceptances until 7:00 pm (Sydney time) on 22 March 2024, unless further extended or withdrawn in accordance with the Corporations Act (the “Offer Period”).
 
As a result of Silvercorp’s intention not to waive the Condition, OreCorp shareholders who accept the Offer prior to the end of the Offer Period will have confirmation and comfort that unless the Condition is satisfied, Silvercorp will, at the end of the Offer Period:

  • Rescind all contracts resulting from acceptances of the Offer and OreCorp shareholders will in that event retain their OreCorp shares; or
  • Elect to extend the Offer Period. In this case, if the time when Silvercorp has to meet its obligations under the Offer is postponed for more than 1 month from the original expiry date, OreCorp shareholders who have accepted the Offer prior to that extension will be entitled to withdraw their acceptance and retain their OreCorp shares.

Silvercorp is declaring its intention not to waive the Condition in order to enhance the attractiveness of its Offer by providing OreCorp shareholders with the opportunity to realize upon the current superior value of Silvercorp’s Offer, while at the same time protecting OreCorp shareholders by eliminating the risk that by accepting the Offer:

  • Accepting shareholders will become a shareholder of a company that only holds a minority interest in OreCorp; or
  • That Silvercorp might take up the OreCorp shares accepted under the Offer and then use them to accept a competing offer.

In the event where Silvercorp has received acceptances from more than 50.1% of shareholders, Silvercorp would take up all shares accepted that it did not previously own for the Consideration. In addition to protecting all shareholders’ interests, Silvercorp believes that ensuring the Condition remains in place will assist to bring a timely resolution to its Offer.
 
The Company encourages all OreCorp shareholders who have not already accepted the Silvercorp Offer to do so without delay.