(Corrects First Majestic offer in paragraph 3 to add "when it made its offer on Dec. 16 but is now valued at C$2.16 as First Majestic's shares have fallen" Removes reference to offer being 2 cents higher than Coeur offer.)
* Coeur proposes to pay C$2.70/Orko share
* Orko agreed to be sold to First Majestic in December
* Orko says Coeur's is a superior proposal
Feb 13 (Reuters) - Coeur d'Alene Mines Corp, the largest U.S.-based silver miner, proposed to buy Canada's Orko Silver Corp for about C$384 million ($383 million), nearly two months after Orko agreed to be sold to First Majestic Silver Corp.
Orko said its board had determined that Coeur's stock and cash offer of C$2.70 was superior to First Majestic's offer of cash and shares.
The First Majestic offer was worth C$2.72 per share when it made its offer on Dec. 16 but is now valued at C$2.16 as First Majestic's shares have fallen.
The cash component of Coeur's offer is 70 Canadian cents per share, compared with the C$0.0001 per share offered by First Majestic.
Coeur's offer represents a 26 percent premium to Orko's closing share price of C$2.14 on the Toronto Venture Exchange on Tuesday.
At the heart of the battle for Orko is the La Preciosa deposit in Mexico, one of the world's largest undeveloped silver projects.
"Coeur has the necessary financial strength, and development and operating experience to bring the La Preciosa project into production," Coeur said in a statement.
Coeur had a market value of $2.10 billion as of Tuesday's close, nearly the same as that of First Majestic.
Coeur said First Majestic had until Feb. 19 to match its proposal, failing which Orko would terminate its deal with First Majestic.
The proposed agreement with Coeur includes a termination fee of C$11.6 million, the same as that payable to First Majestic.
J.P. Morgan is financial adviser to Coeur, while Fasken Martineau DuMoulin LLP and Gibson, Dunn & Crutcher LLP are the legal advisers.
BMO Capital Markets and GMP Securities LP are Orko's financial advisers. Stikeman Elliott LLP is the legal adviser. ($1 = 1.0025 Canadian dollars) (Reporting by Swetha Gopinath and Bhaswati Mukhopadhyay in Bangalore; Editing by Maju Samuel)