Triple Flag Precious Metals (TFPM) - 2022 Q4 - Annual Report

Arrangement Approval - The Arrangement Resolution requires approval from at least 66 2/3% of votes cast by Maverix Shareholders present or represented by proxy at the Meeting[261] - The Required Maverix Shareholder Approval includes a simple majority of votes from Minority Maverix Shareholders[261] - The Arrangement must be approved by at least 66 2/3% of the votes cast by Maverix Shareholders and a simple majority of the votes cast by Minority Maverix Shareholders[309] - The Arrangement is subject to the approval of the Required Maverix Shareholder Approval at the Meeting on January 12, 2023[327] Arrangement Details - The Share Consideration is set at 0.306 of a Triple Flag Share per Maverix Share[269] - Each Maverix Shareholder may elect to receive either All Cash Consideration or All Share Consideration, subject to proration[301] - The Total Elected Cash Consideration and Total Elected Share Consideration are defined under the Plan of Arrangement[275] - The Payout Value is calculated based on the Exchange Ratio and the Triple Flag Share VWAP[254] - The Arrangement involves the acquisition of Maverix by Triple Flag, requiring at least 66 2/3% approval from Maverix Shareholders[296] - The Arrangement provides a premium of 10% and 22% to the closing price and the 10-day VWAP of Maverix Shares as of November 9, 2022, with a total equity value of approximately US$606 million on a fully diluted basis[305] - Maverix Shareholders can choose to receive either US$3.92 in cash or 0.360 of a Triple Flag Share for each Maverix Share held, subject to proration[305] - The maximum aggregate amount of All Cash Consideration and All Share Consideration is set at 15% and 85% of the total Consideration, respectively, with proration applicable if exceeded[318] Financial Implications - The financial implications of the Arrangement are assessed in the Raymond James Opinion, which states the consideration is fair from a financial perspective[257] - Fairness Opinions from Raymond James and CIBC conclude that the Consideration is fair from a financial point of view to Maverix Shareholders[316] - The Raymond James Opinion states that the Consideration to be received by Maverix Shareholders is fair from a financial perspective as of November 9, 2022[421] - The CIBC Opinion also confirms that the Consideration to be received by Maverix Shareholders is fair from a financial perspective as of November 9, 2022[431] Meeting Logistics - The Meeting will be held virtually, and shareholders can participate by logging in at least 15 minutes prior to the start[328] - Registered Maverix Shareholders must submit their proxies by 10:00 a.m. (Pacific time) two days before the Meeting[339] - Maverix Shareholders unable to attend the virtual meeting can listen to a recorded version later on Maverix's website[296] - The Record Date for determining eligible Maverix Shareholders is December 2, 2022[296] Strategic Considerations - The Arrangement Agreement was executed on November 9, 2022, following extensive negotiations between Maverix and Triple Flag[378] - The Maverix Strategic Committee was authorized to retain financial and other advisors as needed during the evaluation of the Second Triple Flag Proposal[388] - The Strategic Committee evaluated various strategic alternatives and risks associated with the proposed transaction throughout the negotiation process[412] - Maverix's management team has explored various strategic alternatives over the last 24 months, leading to the Arrangement Agreement with Triple Flag[379] Risks and Conditions - The Arrangement involves risks, including potential negative impacts on the trading price of Maverix Shares if not completed[325] - The implementation of the Arrangement is subject to conditions including regulatory approvals and no material adverse effects occurring on either company[315] - The Arrangement requires regulatory approval from the Court, which will assess its fairness and reasonableness to Maverix Shareholders[420] - The Arrangement Agreement restricts Maverix from soliciting third-party acquisition proposals, which may impact business operations during the arrangement process[420] Shareholder Interests - Certain directors and executive officers have interests in the Arrangement that may differ from those of general Maverix Shareholders[324] - Locked-up Shareholders hold approximately 54.76% of the Company's outstanding voting securities and have agreed to vote in favor of the Arrangement[312] - The Maverix Voting Support Agreements require Locked-up Shareholders to vote in favor of the Arrangement Resolution and against any competing proposals[440] Dissenting Shareholders - Dissenting Shareholders will receive a debt claim against Triple Flag for the fair value of their Maverix Shares[298] - Dissenting shareholders may exercise rights to receive fair value for their Maverix Shares upon compliance with certain conditions[310] - The Arrangement includes provisions for dissent rights for registered shareholders who oppose the Arrangement[420] Other Considerations - The Arrangement will be implemented through a court-approved plan under the CBCA[296] - Following the Arrangement, Maverix will be delisted from the TSX and NYSE American, ceasing to exist as an independent public company[420] - The Company will incur a fee of C$100,000 plus expenses for the services of Laurel Hill Advisory Group in connection with the proxy solicitation[336] - The Arrangement Agreement was the result of a review of strategic alternatives to enhance shareholder value[378]