M&A - Coeur Mining, Inc.

Form Type: DEF 14A

Filing Date: 2025-04-02

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125011870

Filing Summary: The document serves as the Proxy Statement for the 2025 Annual Meeting of Stockholders for Coeur Mining, Inc., scheduled for May 13, 2025. It details significant achievements from 2024, including the completion of the expansion of the Rochester silver-gold operation and the acquisition of SilverCrest Metals Inc. for $1.6 billion, which closed in February 2025. The acquisition aims to establish Coeur as a leader in the silver industry by adding the Las Chispas operation. The company saw a significant increase in share price, approximately 75% in 2024, driven by a transition to positive free cash flow and strong operational performance. The document also outlines key agenda items for the Annual Meeting, which include the election of directors, ratification of the accounting firm Grant Thornton LLP, and the approval of amendments to the Long-Term Incentive Plan. The document stresses the importance of stockholder votes and their impact on corporate governance.

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Form Type: S-8

Filing Date: 2025-03-11

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125007945

Filing Summary: On March 10, 2025, Coeur Mining, Inc. filed a Registration Statement on Form S-8 to register a total of 3,488,137 shares of its common stock in connection with the assumption of the SilverCrest Stock Option Plan as part of its acquisition of SilverCrest Metals Inc. This includes 1,705,961 shares related to the Legacy Plan, which became effective on August 24, 2015, and 1,782,176 shares associated with the New Plan, effective June 15, 2022. The filing includes necessary details for compliance under the Securities Act of 1933 and incorporates by reference certain prior filings, including the latest annual report and prior Form 8-Ks. The document outlines the purpose of registration for employee participation and the sharing of plan information with participants as mandated under Rule 428 of the Securities Act. It confirms that these documents are not filed with the Commission as part of the registration statement. The registrant is classified as a large accelerated filer and has provided agent details for service of process.

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Form Type: 8-K

Filing Date: 2025-02-14

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125004511

Filing Summary: On February 14, 2025, Coeur Mining, Inc. completed its acquisition of SilverCrest Metals Inc. as part of a strategic business combination (the 'Arrangement') that was originally announced on October 3, 2024. Coeur, through its wholly-owned subsidiary, acquired all outstanding common shares of SilverCrest, which subsequently became a wholly-owned subsidiary of Coeur. Each SilverCrest shareholder received 1.6022 shares of Coeur common stock in exchange for each SilverCrest common share they held. Additionally, options to purchase SilverCrest shares were converted into options to purchase Coeur shares. The Arrangement involved the issuance of approximately 239 million shares of Coeur common stock and 5 million Coeur options, relying on Section 3(a)(10) of the Securities Act of 1933. With the completion of the Arrangement, two former SilverCrest executives, N. Eric Fier and Pierre Beaudoin, have joined Coeur's board of directors. In conjunction with the acquisition, Coeur's certificate of incorporation was amended to increase the number of authorized shares of common stock from 600 million to 900 million. The acquisition was also publicized through a press release issued on the same day, February 14, 2025.

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Form Type: 8-K

Filing Date: 2025-02-07

Corporate Action: Merger

Type: Update

Accession Number: 000114036125003501

Filing Summary: On February 5, 2025, Coeur Mining, Inc. entered into an amendment to the Plan of Arrangement related to a merger with SilverCrest Metals Inc. and its subsidiaries. The amendment allows actions to be taken under the Plan on non-business days. The board of directors approved the appointment of N. Eric Fier and Pierre Beaudoin as independent directors, effective upon the merger's completion. A special meeting of shareholders held on February 6, 2025, resulted in the approval of two proposals: increasing the number of authorized shares from 600 million to 900 million and the issuance of shares to SilverCrest shareholders as part of the merger. With a quorum of 273,978,747 shares, the respective votes were 270,353,229 in favor of the charter amendment (98.81% approval) and 271,155,997 in favor of the stock issuance proposal (99.13% approval). The closing of the Arrangement is anticipated on or around February 14, 2025, subject to conditions specified in the Arrangement Agreement.

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Form Type: DEFA14A

Filing Date: 2025-02-03

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125002768

Filing Summary: On October 3, 2024, Coeur Mining, Inc. announced a strategic business combination with SilverCrest Metals Inc. under a plan of arrangement. The Mexican Federal Economic Competition Commission (COFECE) approved the acquisition on January 30, 2025, confirming it will not hinder competition in the Mexican mining sector. The expected closing date for this arrangement is around February 14, 2025, pending stockholder approval at a special meeting on February 6, 2025. The document also addresses two lawsuits claiming the proxy statement misrepresents material information and outlines supplemental disclosures made to the Definitive Proxy Statement to address these claims without admitting their necessity. These disclosures include updates on financial analyses and projections related to the arrangement. Coeur also emphasizes that this communication does not constitute an offer or solicitation related to the arrangement, urging stakeholders to read associated documents for important details about the acquisition and its implications.

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Form Type: 8-K

Filing Date: 2025-01-31

Corporate Action: Acquisition

Type: Update

Accession Number: 000114036125002750

Filing Summary: On January 30, 2025, Coeur Mining, Inc. received approval from the Mexican Federal Economic Competition Commission (COFECE) for its acquisition of SilverCrest Metals Inc., part of a strategic business combination transaction disclosed earlier. The approval indicates that the transaction is unlikely to harm competition in the Mexican mining sector. The acquisition is contingent upon additional approvals, including those from Coeur's stockholders at a special meeting scheduled for February 6, 2025, and the Supreme Court of British Columbia. The Arrangement, expected to close around February 14, 2025, had previously faced legal challenges and complaints alleging misrepresentation in proxy materials, which Coeur contests but has decided to supplement with additional disclosures to address these concerns.

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Form Type: DEFM14A

Filing Date: 2024-12-30

Corporate Action: Merger

Type: New

Accession Number: 000114036124050613

Filing Summary: Coeur Mining, Inc. has proposed a strategic business combination with SilverCrest Metals Inc. This arrangement involves Coeur, through its subsidiary Canadian Sub, acquiring all issued and outstanding common shares of SilverCrest. The exchange ratio for this transaction is set at 1.6022 shares of Coeur Common Stock for each SilverCrest Common Share held. Following the merger, existing Coeur stockholders will own approximately 63% of the combined company's shares, while SilverCrest shareholders will hold around 37%. A special meeting for Coeur stockholders is scheduled for February 6, 2025, where two key proposals will be voted on: the Charter Amendment Proposal to increase the authorized shares of Coeur Common Stock, and the Stock Issuance Proposal to approve the issuance of shares to SilverCrest shareholders. Approval for these proposals is essential for the merger to proceed, as highlighted in the proxy statement dated December 30, 2024.

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Form Type: CORRESP

Filing Date: 2024-12-13

Corporate Action: Merger

Type: Update

Accession Number: 000114036124049335

Filing Summary: Coeur Mining, Inc. filed a CORRESP on December 13, 2024, in response to comments from the SEC regarding their Preliminary Proxy Statement on Schedule 14A filed on November 14, 2024. The document outlines the company's responses to SEC comments, detailing the interactions and negotiations with SilverCrest, including key meetings and the process of determining transaction terms. Key points include Coeur's initial meeting with SilverCrest representatives on September 18, 2023, and subsequent communications up until a non-binding indication of interest was submitted on August 2, 2024. The terms of the Indication of Interest exchanged on August 8 and August 9, 2024, indicate a premium for SilverCrest shares, which adjusted throughout negotiations leading to an agreement maintaining an implied 18% premium based on the latest VWAPs. Additional context around Cormark Securities Inc.'s advisory role in the negotiations is also provided, as well as the inclusion of internal financial analyses of SilverCrest as part of the decision-making process. The letter concludes with an offer for further assistance regarding the SEC’s concerns.

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Form Type: CORRESP

Filing Date: 2024-11-14

Corporate Action: Merger

Type: New

Accession Number: 000114036124047000

Filing Summary: Coeur Mining, Inc. has filed a Preliminary Proxy Statement on Schedule 14A with the SEC related to its Special Meeting of Shareholders. This meeting is to discuss the Arrangement Agreement with SilverCrest Metals Inc., which was entered into on October 3, 2024. The company plans to submit a Definitive Proxy Statement in the near future.

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