Pan American Silver Corp. (TSX:PAAS) entered into definitive agreement to acquire Tahoe Resources Inc. (TSX:THO) for $1.3 billion on November 14, 2018. Under the terms of the agreement, shareholders of Tahoe Resources will receive, at the election of each such shareholder, either $3.4 in cash or 0.2403 Pan American shares for each Tahoe share, subject in each case to pro-ration based on a maximum cash consideration of $275 million and a maximum number of Pan American shares issued of 56 million Tahoe shareholders will receive contingent consideration in the form of contingent value rights, that will be exchanged for 0.0497 Pan American shares for each Tahoe share, valued at $221 million, and payable upon first commercial shipment of concentrate following restart of operations at the Escobal mine. Pan American has sufficient cash on hand and available under existing credit arrangements to finance the cash portion of the consideration for the transaction. The agreement includes a reciprocal termination fee of $38 million, payable by Tahoe to Pan American, or Pan American to Tahoe, as the case may be, under certain circumstances. At closing, existing Pan American and Tahoe shareholders will own approximately 73% and 27% of Pan American, respectively. Upon satisfaction of the payment conditions under the terms of the CVR, Pan American and Tahoe shareholders will own approximately 68% and 32%, respectively, of the combined company. Each of Tahoe's directors and senior officers, who together hold or exercise control or direction over approximately 5.3 million common shares of Tahoe, representing approximately 1.7% of Tahoe's issued and outstanding common shares, have entered into support agreements with Pan American, agreeing to vote their Tahoe shares in favor of the transaction. Each of the directors and senior officers of Pan American, holding approximately 3.3 million of Pan American's common shares, representing approximately 2.2% of Pan American's issued and outstanding common shares have entered into agreements to support the transaction. The arrangement is subject to approval of two thirds of the votes cast by the holders of Tahoe's common shares present in person or represented by proxy and if applicable, a simple majority of the votes cast by the holders of Tahoe's common shares after excluding any votes of related parties and interested parties and other persons required to be excluded under Canadian Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions, all at a special meeting to consider the transaction. The completion of the transaction will also require approval of a simple majority of Pan American shareholders in respect of the share issuance in connection with the transaction and approval from two thirds of Pan American's shareholders to an increase in Pan American's authorized share capital, regulatory approvals, Canadian competition approval, no shop provisions, court approvals, listing or approval of new shares on stock exchange, dissent rights shall not have been exercised by holders of more than five percent of the Tahoe shares and closing customary conditions. The Board of Directors of Pan American has unanimously approved the transaction. The Board of Directors of Tahoe, on the unanimous recommendation of a Committee of Independent Directors of Tahoe, has unanimously approved the transaction. The Board of Directors of each of Pan American and Tahoe unanimously recommend that Pan American and Tahoe shareholders vote in favor of the transaction. It is anticipated that the special shareholder meetings of Tahoe and Pan American shareholders to consider the transaction will be held in January 2019. As of November 28, 2018, the special meeting of Tahoe shareholders has been scheduled to be held on January 8, 2019. As of December 4, 2018, the special meeting of Pan American shareholders has been scheduled to be held on January 8, 2019. On January 8, 2019, the shareholders of Pan American approved the resolution to increase the maximum number of authorized shares of Pan American and the resolution to issue up to 72.5 million Pan American shares in connection with the proposed plan of arrangement. In addition, Tahoe shareholders approved the arrangement at the special meeting of Tahoe shareholders. The British Columbia Court approved the deal on January 11, 2019. The Mexican Federal Economic Competition Commission approved the deal on February 15, 2019. As on February 15, 2019, all required regulatory, shareholder and court approvals have been received. The transaction is expected to close on or about February 26, 2019. As on February 15, 2019, the transaction is expected to close on or about February 22, 2019. Jamie Rogers and Sarfraz Visram of BMO Nesbitt Burns Inc. and Doug Bell of Trinity Advisors Corporation acted as fairness opinion provider and financial advisor to the Independent Committee of the Board of Directors of Tahoe. Conrad Lee, David Budd, Jennifer Wasylyk, Matthew Nied , Jessica Lewis, Tera Li Parizeau, Megan Braun, Andrea Breden, Sean Baraich , Paul M. Stein, Jeffrey P. Roy, Jen Hansen, Chris Hersh, Christopher B Norton, Jamie Litchen, Aimee O’Donnell and Sam Chapma of Cassels Brock & Blackwell LLP acted as Canadian counsel to the Committee of Independent Directors of Tahoe and David S. Stone, John J. Koenigsknecht and Xuehui “Cassie” Zhang of Neal Gerber Eisenberg acted as U.S. counsel to Committee of the Independent Directors of Tahoe. Dorian Cochran of TD Securities have acted as fairness opinion provider to Pan American's Board of Directors. David Scott and Sam Lee of CIBC World Markets Inc. acted as lead financial advisor and fairness opinion provider to Pan American. Fred Pletcher, Graeme Martindale, Tom Ladner, Breanne Lehodey, Lauren DeGoey, James Cantwell, Inaki Gomez, Salvador Pimentel, Connor MacLeod, Simon Pinsky, Randy Morphy, Kim Maguire, Danielle Lewchuk, Robert Biggar, Erik Goldsilver, Richard Manias, Nicholas Sharratt, Mario Pedro, Antony Deluca, Edward Wang, Chapmann Wong, Ross McGowan, James Douglas, Subrata Bhattacharjee, Denes Rothschild, Rob Deane, Rick Coburn, Barbora Grochalova, Shelley-Mae Mitchell, Jennifer Fantini, Andrew Nathan, Samantha Stepney and Michelle Maniago of Borden Ladner Gervais LLP acted as Canadian counsel and Riccardo Leofanti, Justin Flavelle, June Dipchand, Kenneth Schwartz, Steven Albertson, Thorsten Goetz, David Goldblatt, Pallas Comnenos, Eric Sensenbrenner and Robert Stevenson of Skadden, Arps, Slate, Meagher & Flom LLP acted as U.S. counsel to Pan American. Eduardo A. Mayora, Sandra Castillo, Paola Galich, Byron Deulofeu, Suzel Obiols, Rafael Pinto, Juan Carlos Foncea and Clarissa Zelaya of Mayora & Mayora acted as legal advisors to Pan American Silver. Amandeep Sandhu of Zargar Lawyers & Business Strategists acted as legal advisor to Tahoe. Luis Carlos Rodrigo Prado, José Balta, Oscar Benavides and Mariella De La Torre of Rodrigo, Elías & Medrano and Ana Sofía Escriba and Javier Santizo of Consortium Legal acted as legal advisors for Tahoe Resources. Luis Rodríguez-Mariátegui, Fernando Nuñez and Lorena Tanji of Hernández & Cía acted as legal advisors for Pan American Silver. Laurel Hill Advisory Group, LLC acted as proxy solicitor to Tahoe and Pan American and will be paid a fee of approximately CAD 65,000 by each party. Computershare Investor Services Inc. acted as transfer agent to Tahoe and Pan American. Computershare Investor Services Inc. also acted as depositary to the deal.