Pan American Silver Acquires Aquiline Resources for $626M

Pan American Silver Corp. acquired Aquiline Resources Inc. Aquiline holds one of the world's largest undeveloped silver deposits, the Navidad project in Argentina. The acquisition was effected by take-over bids for all of the common shares of Aquiline and for each series of Aquiline warrants and a convertible debenture. Pan American's offer for Aquiline common shares was made on the basis of 0.2495 of a Pan American common share and 0.1 of a Pan American warrant for each Aquiline common share. The consideration offered for the Aquiline warrants and convertible debenture consisted of replacement Pan American securities, exercisable to acquire Pan American common shares, with similar terms to the respective Aquiline warrants and convertible debenture, subject to an adjustment based on a 0.2495 exchange ratio. The total value implied by all of the offers was approximately $626 million, based on closing prices on October 13, 2009, the day prior to public announcement of the transaction.

As of the expiry date of the take-over bids on December 22, 2009, approximately 92.3 per cent of the outstanding common shares of Aquiline were tendered to the share offer and taken up by Pan American. Pan American intends to acquire the remaining Aquiline common shares by exercising its statutory right of compulsory acquisition.

Pan American was represented by Robert Pirooz, its Secretary and General Counsel, and Delaney Fisher, Legal Counsel, and by Borden Ladner Gervais LLP in Canada with a team that included Fred Pletcher, Warren Learmonth, Shannon Webber, Deepak Gill, Stephen Robertson and Michael Waters (M&A); Douglas Powrie, Richard Bennett and Mark Chartrand (tax); and Jeffrey Thomas (competition). Skadden, Arps, Slate, Meagher & Flom LLP acted as US counsel to Pan American with a team that included Riccardo Leofanti, David Beeston and Daniel Micak (corporate); and Aaron Feinberg and Kenneth Jeruchim (tax). In Argentina, Pan American was represented by Brons & Salas with a team that included Hernan Zaballa, Sebastian Vedoya, Santiago Videla, and Matias Argarate (mining and M&A); and Marcela Gonzalez and Maria Jose Macias Rodriguez (competition).

Aquiline was represented in Canada by Michael Hobart, Judith Wilkin, Ian MacInnis and Svetlana Zaidman of Fogler, Rubinoff LLP (M&A). Davis, Graham & Stubbs LLP acted as US counsel to Aquiline with a team that included Timothy Rampe and John Latino. In Argentina, Aquiline was represented by Cardenas, Di Cio, Romero, Tarsitano & Lucero with a team that included Luis Lucero, Marcela Ines Anchava, Andres Villarreal and Valeria Ayerza. The Special Committee of the Board of Directors of Aquiline was represented by John Turner, Aaron Atkinson, Kriztián Tóth and Amanda Fullerton (M&A) of Fasken Martineau DuMoulin LLP.