06:56 AM EDT, 05/16/2025 (MT Newswires) -- (Adds further details on Strathcona offer in paragraphs four and five)

Strathcona Resources (SCR.TO) overnight Thursday said it will begin a take-over bid for MEG Energy (MEG.TO), which only last week agreed to be acquired by Pan American Silver ( PAAS ) for a cheaper price.

Strathcona will offer to acquire all MEG issued and outstanding common shares it doesn't already own for 0.62 of a Strathcona common share and $4.10 in cash for each MEG share. Based on Strathcona's closing share price on Thursday, the offer values MEG shares at $23.27, a 9.3% premium compared with MEG's closing price on the same day.

This comes after Pan American Silver ( PAAS ) last Sunday agreed to acquire all of the issued and outstanding common shares of MAG Silver ( MAG ) for nearly US$2.1 billion. It also comes after Fresnillo sold the majority of its shares in MAG Silver ( MAG ), citing strategic investment objectives, following Pan American Silver's ( PAAS ) recently announced acquisition agreement with MAG Silver ( MAG ).

Strathcona said the offer will not be subject to any financing condition, with the cash component expected to be funded through a bridge financing commitment from a syndicate of lenders, subject to the terms and conditions of such financing. At the time the offer is commenced, Waterous Energy Fund, currently the holder of 79.6% of the Strathcona shares, intends to, through Waterous Energy Fund III, commit to further increase its investment in Strathcona and subscribe for an additional 21.4 million Strathcona shares through the use of subscription receipts.

Upon completion of the offer, Strathcona expects to have approximately 379 million Strathcona shares outstanding and approximately $1.5 billion in net debt. The combined business is expected to be owned approximately 56.5% by existing holders of Strathcona Shares, approximately 37.8% by existing holders of MEG shares and approximately 5.6% by WEF III. WEF is expected to hold a combined approximately 51% ownership position, inclusive of its existing Strathcona Shares and those expected to be issued to WEF III pursuant to the WEF III Equity Investment

Under the terms of the PAAS transaction, MAG shareholders will receive the equivalent of $20.54 per share based on the closing price of Pan American's common shares on May 9. The payment will be comprised of a mix of cash totaling $500 million and 0.755 Pan American shares per MAG share, subject to proration. The consideration represents premiums of approximately 21% and 27%, respectively, on a prorated basis to the closing price and the 20-day volume weighted average price of MAG's common shares on the NYSE American ending May 9. If the transaction is completed, existing MAG shareholders will own approximately 14% of Pan American shares on a fully diluted basis.

MAG has a 44% joint venture interest in the large-scale, high-grade Juanicipio mine, operated by Fresnillo, which holds the remaining 56% interest in the joint venture.

Michael Steinmann, president and CEO of Pan American, said: "Juanicipio is a large-scale, high-grade, low-cost silver mine that will meaningfully increase Pan American's exposure to high margin silver ounces. Furthermore, we see future growth opportunities through the significant exploration potential at Juanicipio as well as MAG's Deer Trail and Larder properties.

George Paspalas, president and CEO of MAG, commented, "This transaction represents a compelling opportunity for our shareholders, providing an immediate premium and meaningful exposure to Pan American's world-class assets and proven growth strategy.

At last look, PAAS was down 7.2%, while MAG was up 7.6% in U.S. pre-market.