Triple Flag Precious Metals Corp. An Maverix Enter Definitive Agreement For Triple Flag To Acquire All Issued And Outstanding Common Shares Of Maverix For Either $3.92/Share In Cash Or 0.360 Triple Flag Shares Per Share Of Maverix Share Held
Combined company to benefit from a larger, more diversified portfolio generating strong cash flows and a sector-leading organic growth profile
All dollar figures in US dollars unless otherwise stated.
TORONTO and VANCOUVER, BC , Nov. 10, 2022 /CNW/ – Triple Flag Precious Metals Corp. (TSX:TFPM) (NYSE:TFPM) ("Triple Flag") and Maverix Metals Inc. (TSX:MMX) (NYSE:MMX) ("Maverix") today announced that they have entered into a definitive agreement (the "Agreement") in which Triple Flag will acquire all of the issued and outstanding common shares of Maverix pursuant to a Plan of Arrangement (the "Transaction"), positioning Triple Flag as the leading emerging senior streaming and royalty company.
The Transaction will combine two complementary portfolios of predominantly gold and silver streams and royalties, creating a company that will:
- Deliver increased scale and enhanced diversification, with 29 paying assets and 228 assets overall;
- Feature gold and silver assets in good mining jurisdictions: by net asset value ("NAV"), 93% of the portfolio comprises precious metals and 82% is located in the Americas and Australia;
- Strengthen Triple Flag's already-robust organic growth pipeline in gold equivalent ounces ("GEOs"); and
- Target tangible pre-tax synergies of around $7 million annually.
This combination – which is expected to be accretive on a NAV-per-share and cash-flow-per-share basis – represents a continuation of each company's focus on building a pure play portfolio of high-quality, precious metals streaming and royalty assets, located in good mining jurisdictions and in the hands of responsible operators. We believe that the combined company will benefit from the strong cash flows of the resulting high-margin, high-growth, inflation-resilient, and diversified portfolio.
We anticipate that the combination with Maverix will also diversify Triple Flag's portfolio and shareholder base while providing a significant and immediate increase in GEOs, building on Triple Flag's 26% CAGR in GEOs since 2017 and providing further opportunities to grow.
Pursuant to the Transaction, Maverix shareholders may elect to receive either US$3.92 in cash or 0.360 of a Triple Flag share per Maverix share held, representing share consideration of US$3.92 per Maverix share based on the closing price of Triple Flag shares on November 9, 2022 of US$10.89 (the "Purchase Price"). The shareholder election will be subject to pro-ration such that the cash consideration will not exceed 15% of the total consideration and the share consideration will not exceed 85% of the total consideration. Maverix shareholders who do not elect to receive either Triple Flag shares or cash will be deemed to elect default consideration of 0.360 Triple Flag shares per Maverix share.