M&A - Gatos Silver, Inc.

Form Type: 8-K

Filing Date: 2025-01-16

Corporate Action: Merger

Type: New

Accession Number: 000119312525007425

Filing Summary: On January 16, 2025, Gatos Silver, Inc. completed a merger with Ocelot Transaction Corporation, a subsidiary of First Majestic Silver Corp. Gatos Silver is now a wholly-owned subsidiary of First Majestic. Each share of Gatos Silver common stock converted into the right to receive 2.55 First Majestic common shares, with fractional shares payable in cash. The merger resulted in a termination of a significant credit facility and prompted Gatos Silver to notify the New York Stock Exchange to delist its shares. Following the merger, Gatos Silver's directors and officers were replaced by those from Ocelot, and amendments to the certificate of incorporation and bylaws were made. The company will file for deregistration of its common stock with the SEC post-merger.

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Form Type: RW

Filing Date: 2025-01-16

Corporate Action: Merger

Type: New

Accession Number: 000119312525007432

Filing Summary: On January 16, 2025, Gatos Silver, Inc. requested the withdrawal of a Registration Statement on Form S-3 that was initially filed on November 15, 2021. This request comes as the company underwent a merger with First Majestic Silver Corp. and Ocelot Transaction Corporation. The Merger Sub merged with Gatos Silver, continuing as the surviving entity under First Majestic. No securities were offered or sold under the Registration Statement, and the company requested that any fees paid be credited for future use by First Majestic. The document was signed by Keith Neumeyer, President of Gatos Silver, Inc.

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Form Type: S-8 POS

Filing Date: 2025-01-16

Corporate Action: Merger

Type: Update

Accession Number: 000119312525007438

Filing Summary: On January 16, 2025, Gatos Silver, Inc. completed a merger with First Majestic Silver Corp. and its wholly-owned subsidiary Ocelot Transaction Corporation. The merger involved Ocelot merging with Gatos Silver, with Gatos Silver continuing as the surviving entity. This merger is detailed in the Agreement and Plan of Merger dated September 5, 2024. Following the merger, Gatos Silver has terminated all offerings of its securities under the previously filed Registration Statements No. 333-249782 and No. 333-249781 and has deregistered any unsold securities from these statements.

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Form Type: S-8 POS

Filing Date: 2025-01-16

Corporate Action: Merger

Type: Update

Accession Number: 000119312525007439

Filing Summary: On January 16, 2025, Gatos Silver, Inc. filed a Post-Effective Amendment to its Form S-8 Registration Statements No. 333-249782 and 333-249781. This amendment pertains to a merger agreement dated September 5, 2024, involving Gatos Silver, First Majestic Silver Corp., and Ocelot Transaction Corporation, a subsidiary of First Majestic. Under this agreement, Gatos Silver merged into Ocelot Transaction Corporation, with Gatos Silver continuing as a wholly-owned subsidiary of First Majestic. Consequently, Gatos Silver has terminated all securities offerings pursuant to the Registration Statements and has deregistered all unsold securities as of the filing date.

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Form Type: 8-K

Filing Date: 2025-01-15

Corporate Action: Merger

Type: New

Accession Number: 000119312525006270

Filing Summary: On January 14, 2025, Gatos Silver, Inc. held a special meeting of stockholders to discuss a proposed merger with First Majestic Silver Corp. This merger proposal was outlined in the definitive proxy statement filed on December 3, 2024. Of the 69,470,001 shares of Common Stock outstanding, 49,924,345 shares were represented at the meeting, constituting a quorum of approximately 71.9%. The stockholders voted in favor of the merger proposal, with 49,536,499 votes for, 329,575 against, and 58,271 abstentions. Consequently, no adjournment of the meeting was proposed. A press release announcing the results was issued on the same day, January 14, 2025, and is included as Exhibit 99.1 in the filing.

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Form Type: 8-K/A

Filing Date: 2025-01-15

Corporate Action: Merger

Type: Update

Accession Number: 000119312525007114

Filing Summary: This filing serves as an amendment to the Form 8-K originally submitted on January 14, 2025, regarding the final voting results from Gatos Silver, Inc.'s special meeting of stockholders also held on January 14, 2025. The primary focus of this amendment is to provide updated voting results following a report from the Inspector of Election. The proposal to adopt the Agreement and Plan of Merger, initiated on September 5, 2024, among First Majestic Silver Corp., Ocelot Transaction Corporation, and Gatos Silver, has been approved. Out of 69,470,001 shares of common stock eligible to vote, 50,394,095 shares were voted, ensuring a quorum. The breakdown of the voting for the Gatos Merger Proposal showed 50,006,249 votes in favor, 329,575 against, and 58,271 abstentions. No adjournment proposal was necessary due to the strong support for the merger.

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Form Type: 8-K

Filing Date: 2025-01-07

Corporate Action: Merger

Type: Update

Accession Number: 000119312525002918

Filing Summary: 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.

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Form Type: DEFA14A

Filing Date: 2025-01-07

Corporate Action: Merger

Type: Update

Accession Number: 000119312525002922

Filing Summary: 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.

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Form Type: 8-K

Filing Date: 2024-12-13

Corporate Action: Acquisition

Type: Update

Accession Number: 000119312524278707

Filing Summary: 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.

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Form Type: DEFA14A

Filing Date: 2024-12-13

Corporate Action: Acquisition

Type: Update

Accession Number: 000119312524278708

Filing Summary: 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.

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