M&A: Gatos Silver, Inc.

Form Type: 8-K

Filing Date: 2025-01-07

Corporate Action: Merger

Type: Update

Accession Number: 000119312525002918

Comments: Gatos Silver, Inc. reported a significant update regarding its merger agreement with First Majestic Silver Corp. Under this agreement, First Majestic will acquire all outstanding shares of Gatos Silver. The latest information includes details about the filing of a registration statement on Form F-4 by First Majestic with the SEC, which was declared effective on December 2, 2024. A special stockholders' meeting is scheduled for January 14, 2025, to vote on this merger. The document also addresses recent demand letters from purported stockholders alleging misrepresentation in the filed proxy materials, which Gatos Silver asserts are without merit. It was decided to supplement the previous proxy statement to provide additional information to mitigate any potential issues related to these demand letters. Other adjustments have been made to clarify the roles and compensation of the special committee overseeing the merger, as well as details about financial projections and evaluations conducted by the companies' financial advisors.

Document Link: View Document

Form Type: DEFA14A

Filing Date: 2025-01-07

Corporate Action: Merger

Type: Update

Accession Number: 000119312525002922

Comments: Gatos Silver, Inc. provided supplemental information related to a merger agreement with First Majestic Silver Corp. Under the agreement, First Majestic will acquire all issued and outstanding shares of Gatos Silver common stock. The registration statement for the transaction was filed on October 15, 2024, and its efficacy was acknowledged by the SEC on December 2, 2024. A definitive proxy statement for a special stockholder meeting to approve the agreement was filed concurrently. Allegations regarding disclosure deficiencies in the merger documents were posed by some stockholders, but Gatos Silver contends these claims are meritless. To preempt any potential litigation risks, Gatos Silver agreed to supplement the proxy statements, while strongly denying any legal necessity for these disclosures. The document details the functions of the Gatos Special Committee formed to oversee the transaction and highlights financial analyses regarding the merger, including valuations and projected financial performance of both companies, as presented by financial advisors. Notably, the merger offer price reflects a premium over Gatos Silver's pre-announcement stock price, indicating favorable market conditions for the merger. The document does not admit the need for additional disclosures but acts as a response to stakeholder concerns, further detailing committee compensation and comprehensive financial assessments.

Document Link: View Document

Form Type: 8-K

Filing Date: 2024-12-13

Corporate Action: Acquisition

Type: Update

Accession Number: 000119312524278707

Comments: On December 13, 2024, Gatos Silver, Inc. and First Majestic Silver Corp. received unconditional authorization from the Mexican Federal Economic Competition Commission to proceed with the acquisition of Gatos Silver by First Majestic. The acquisition involves First Majestic acquiring all outstanding shares of common stock of Gatos Silver, with the transaction awaiting approval from both Gatos' and First Majestic's shareholders at special meetings scheduled for January 14, 2025. Additionally, the transaction is subject to customary conditions set in the Merger Agreement. The expected closing of the acquisition is anticipated in January 2025, following the necessary shareholder approvals. The report emphasizes the importance of reading the related Proxy Statement/Prospectus for critical information about the transaction.

Document Link: View Document

Form Type: DEFA14A

Filing Date: 2024-12-13

Corporate Action: Acquisition

Type: Update

Accession Number: 000119312524278708

Comments: On December 13, 2024, Gatos Silver, Inc. and First Majestic Silver Corp. received unconditional authorization from the Mexican Federal Economic Competition Commission (COFECE) to complete the previously announced acquisition of Gatos Silver by First Majestic. The approval from COFECE was the only regulatory requirement under the Merger Agreement. The Transaction involves First Majestic acquiring all issued and outstanding shares of common stock of Gatos Silver, subject to stockholder approvals and customary conditions. Both companies anticipate that the Transaction will close in January 2025, pending adoption of the Merger Agreement by Gatos Silver’s stockholders and approval from First Majestic's shareholders. This document emphasizes the importance for investors to review the Proxy Statement/Prospectus and other relevant filings concerning the Transaction.

Document Link: View Document