Hecla Mining Company (NYSE:HL) (“Hecla”) today responded to the U.S.
Silver Corporation (“U.S. Silver”) Board of Director’s recommendation
regarding Hecla’s offers to acquire all of the outstanding common shares
for CDN$1.80 per common share in cash and to acquire each outstanding
common share purchase warrant for CDN$0.205 (its “in the money” amount
based on such price per common share) (together, the “Hecla Offer”).
“There is nothing in the U.S. Silver Board’s recommendation that changes
our view that the RX transaction is inferior to the all cash Hecla
Offer,” said Hecla’s President and Chief Executive Officer, Phillips S.
Baker, Jr. “Both transactions represent a change in control of U.S.
Silver. However, the Hecla Offer delivers significant, immediate and
certain value and liquidity to U.S. Silver shareholders, whereas the
proposed RX transaction delivers significant risks, considerable debt
and assets of questionable value.”
“Furthermore, since the Hecla Offer was announced, U.S. Silver common
shares have traded in a narrow band around the $1.80 offer price, a 29%
premium to the pre-offer price of $1.40. If the Hecla Offer is not
consummated, it is reasonable to expect the U.S. Silver share price to
decline back to the pre-offer price.”
“For U.S. Silver shareholders, we believe the choice is clear, but you
need to act quickly and vote against the proposed RX transaction before
August 2. If your Board won’t protect your right to evaluate the
all-cash offer from Hecla by delaying or cancelling the meeting, it is
time to take matters into your own hands,” said Mr. Baker.
The Hecla Offer is conditional upon the proposed RX transaction not
proceeding or such transaction otherwise terminating; U.S. Silver
shareholders need to REVOKE proxies voted for the RX Proposal (if your
shares have been previously voted for it) and vote AGAINST it
immediately, before the August 2, 2012 proxy submission deadline.
Hecla Offer Provides Superior Value
Hecla continues to believe its offers for U.S. Silver are superior to
the proposed RX transaction for the following reasons:
The Hecla Offer to purchase all of the issued and outstanding common
shares of U.S. Silver for CDN$1.80 per share in cash represents a
premium of over 23% to the CDN$1.46 closing price of U.S. Silver
common shares on the TSX on July 24, 2012 and a premium of 28% to the
imputed offer price of CDN$1.41 under the proposed RX transaction, as
at the same date.
The Hecla Offer’s all cash consideration provides maximum optionality
for U.S. Silver shareholders.
U.S. Silver stated in its recommendation that the proposed RX
transaction “preserves [the] benefits of expected rise in [the] price
of silver”; U.S. Silver shareholders should be aware that there is no
certainty of such a silver price recovery and, in fact, silver prices
may fall further; cash provides certainty of value as well as the
ability to invest that cash into Hecla or other silver mining
Since the Hecla Offer was announced on July 25, U.S. Silver common
shares have traded at or close to the $1.80 offer price; that share
price would be at significant risk if the proposed RX transaction
proceeds and the Hecla Offer is terminated. As a point of reference,
prior to the Hecla Offer, U.S. Silver was trading close to $1.40.
The Hecla Offer will eliminate integration and dilution risk to U.S.
Silver shareholders associated with the RX Proposal and any subsequent
The Hecla Offer is not subject to financing; Hecla has sufficient cash
on hand to complete the offers.
Significant Risks with the Proposed RX Transaction
The proposed RX transaction would result in the risk of dilution and a
change in control for U.S. Silver shareholders:
The proposed RX transaction would result in a change of control
without RX providing an adequate change of control premium to U.S.
RX shareholders would own 30% of the combined company under the
proposed transaction, diluting U.S. Silver shareholders down to 70%,
and RX shareholders would control the combined company’s board and
The proposed board of combined company would have five RX directors
and four U.S. Silver directors.
Four out of five members of the combined company’s proposed management
team would be from RX.
U.S. Silver has no outstanding debt and approximately $27 million in
cash (as at March 31, 2012). RX has approximately $8 million drawn on
a credit facility and only $1.4 million in cash (as at March 31, 2012).
As previously noted, Hecla believes there are a number of risk and
uncertainties associated with the proposed RX transaction. The specific
concerns relating to RX’s Drumlummon Mine include the following:
The Drumlummon Mine is currently operating under a Small Miners
Exclusion Statement and there is no guarantee that a full operating
permit will be obtained. RX estimates that a full Environmental Impact
Statement will be necessary and could take several years to complete.
The Drumlummon Mine has a relatively low resource base and will likely
have high operating costs and sustaining capital costs if it
ultimately enters production under a full operating permit.
Instructions for Beneficial U.S. Silver Shareholders
If you are a beneficial U.S. Silver Shareholder, call your investment
advisor, stockbroker, bank, trust company, other nominee or intermediary
through which you hold your U.S. Silver shares immediately and instruct
them to vote AGAINST the proposed RX transaction. Every broker and other
intermediary have their own voting instructions, which need to be
carefully followed to ensure that your instructions to vote against are
counted. It is also important to note that your broker or other
intermediary may have a deadline that falls before August 2,
2012. Therefore, it is imperative that you act immediately.
Instructions for Registered U.S. Silver Shareholders
If you are voting your Shares by proxy, U.S. Silver’s Transfer Agent,
Valiant Trust Company, must receive your signed proxy by mail at 310-606
4 Street SW, Calgary, Alberta, T2P 9Z9, or by facsimile at
1-855-375-6916, not later than 5:00 p.m. (Toronto time) on August 2,
How to Change your Vote
A Registered Shareholder may revoke a previously voted form of proxy at
any time before it has been exercised by completing a form of proxy that
is dated later than the form of proxy being revoked and mailing it to
Valiant Trust Company so that it is received before 5:00 p.m. (Toronto
time) on August 2, 2012. Hecla’s BLUE proxy is available at www.SEDAR.com
under U.S. Silver Corporation’s profile.
U.S. Silver shareholders with questions about the Hecla Offer can also
contact Hecla’s information agent, MacKenzie Partners Inc., toll-free
within the U.S. and Canada at 1(800) 322-2885 or Call Collect: (212)
929-5500, by fax: (212) 929-0308 or email: firstname.lastname@example.org.
About Hecla Mining Company
Established in 1891, Hecla Mining Company is a leading low cash cost
silver producer in the U.S. The company has two operating mines and
exploration properties in four world-class silver mining districts in
the U.S. and Mexico.
Statements made which are not historical facts, such as anticipated
payments, litigation outcome, production, sales of assets, exploration
results and plans, prospects and opportunities including reserves,
resources, and mineralization, costs, and prices or sales performance
are "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Words such as “may”, “will”,
“should”, “expects”, “intends”, “projects”, “believes”, “estimates”,
“targets”, “anticipates” and similar expressions are used to identify
these forward-looking statements. Forward-looking statements involve a
number of risks and uncertainties that could cause actual results to
differ materially from those projected, anticipated, expected or
implied. These risks and uncertainties include, but are not limited to,
metals price volatility, volatility of metals production and costs,
environmental and litigation risks, operating risks, project development
risks, political and regulatory risks, labor issues, ability to raise
financing and exploration risks and results. Refer to the company's Form
10-K and 10-Q reports for a more detailed discussion of factors that may
impact expected future results. The company undertakes no obligation and
has no intention of updating forward-looking statements other than as
may be required by law.
Cautionary Statements to Investors on Reserves and Resources
The United States Securities and Exchange Commission permits mining
companies, in their filings with the SEC, to disclose only those mineral
deposits that a company can economically and legally extract or produce.
We use certain terms on this release, such as “resource,” “other
resources,” and “mineralized materials” that the SEC guidelines strictly
prohibit us from including in our filings with the SEC. U.S. investors
are urged to consider closely the disclosure in our Form 10-K and Form
10-Q. You can review and obtain copies of these filings from the SEC's
website at www.sec.gov.
U.S. Silver shareholders with questions about the Hecla Offer can
also contact Hecla’s information agent, MacKenzie Partners Inc.,
toll-free within the U.S. and Canada at 1(800) 322-2885 or Call Collect:
(212) 929-5500, by fax: (212) 929-0308 or email: email@example.com.