UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): December 21, 2007
Coeur dAlene Mines Corporation
(Exact name of registrant as specified in its charter)
IDAHO
(State or other jurisdiction
of incorporation or organization)
1-8641
(Commission File Number)
82-0109423
(IRS Employer Identification No.)
505 Front Ave., P.O. Box I
Coeur dAlene, Idaho, 83816
(Address of Principal Executive Offices)
(208) 667-3511
(Registrants telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instructions
A.2 below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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Item 2.01. Completion of Acquisition or Disposition of Assets.
On December 21, 2007, Coeur dAlene Mines Corporation (Coeur), Bolnisi Gold NL (Bolnisi),
and Palmarejo Silver and Gold Corporation (Palmarejo) completed the previously announced
transactions whereby Coeur has acquired all the shares of Bolnisi and Palmarejo in exchange for
Coeur common stock and cash, pursuant to Merger Implementation Agreements (collectively, the
Merger Implementation Agreements), which were entered into among Coeur, Bolnisi and Palmarejo.
The two transactions resulted in the issuance of approximately 272 million new shares of Coeur
common stock. In addition Bolnisi and Palmarejo shareholders received a nominal cash payment equal
to A$0.004 (US$0.003) per Bolnisi share and C$0.004 (US$0.003) per Palmarejo share.
Under the terms of the transactions, Bolnisi shareholders received 0.682 Coeur shares for each
Bolnisi share they owned (or, at the election of the Bolnisi shareholder, CHESS Depositary
Interests representing Coeur shares), and Palmarejo shareholders received 2.715 Coeur shares for
each Palmarejo share they owned.
The foregoing descriptions of the Merger Implementation Agreements do not purport to be
complete and are qualified in their entirety by reference to the full text of the Merger
Implementation Agreements filed as exhibits hereto, and the copy of the press release announcing
the closing of the transaction attached as Exhibit 99.1 hereto, each of which are incorporated
herein by reference as though fully set forth herein.
Item 3.02 Unregistered Sales of Equity Securities
As indicated in Item 2.01 above, the merger consideration in connection with the acquisition
of all the shares of Bolnisi and Palmarejo includes approximately 272 million new shares of Coeur
common stock (the Merger Shares). The Merger Shares have not been registered under the
Securities Act of 1933, as amended (the Securities Act). The acquisition of all the shares of
Bolnisi pursuant to a scheme of arrangement and the acquisition of all the shares of Palmarejo not
owned by Bolnisi pursuant to a plan of arrangement were each approved by the Federal Court of
Australia and the Ontario Superior Court of Justice, respectively. Accordingly, the Merger Shares
are exempt from the registration requirements of the Securities Act pursuant to Section 3(a)(10) of
the Securities Act.
Item 9.01. Financial Statements and Exhibits
(a)
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Financial Statements of Businesses Acquired
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Coeur will file any financial statements required by Item 9.01(a) by amendment not later than
71 calendar days after the date that this Current Report on Form 8-K must be filed.
(b)
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Pro Forma Financial Information
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Coeur will file any pro forma financial information required by Item 9.01(b) by amendment not
later than 71 calendar days after the date that this Current Report on Form 8-K must be filed.
2
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Exhibit
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Number
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Description of Exhibit
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2.1
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Merger Implementation Agreement dated May 3, 2007 by and
among Coeur dAlene Mines Corporation, Coeur dAlene Mines
Australia Pty Ltd, Coeur Sub Two, Inc. and Bolnisi Gold NL
(Incorporated herein by reference to Exhibit 2.2 to the
Registrants Form 8-K dated May 4, 2007)
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2.2
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Amending Agreement dated June 8, 2007 Relating to Merger
Implementation Agreement dated May 3, 2007 by and among
Coeur dAlene Mines Corporation, Coeur dAlene Mines
Australia Pty Ltd, Coeur Sub Two, Inc. and Bolnisi Gold NL
(Incorporated herein by reference to Exhibit 2.1 to the
Registrants Form 8-K dated June 8, 2007)
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2.3
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Second Amending Agreement dated June 22, 2007 Relating to
Merger Implementation Agreement dated May 3, 2007 by and
among Coeur dAlene Mines Corporation, Coeur dAlene Mines
Australia Pty Ltd, Coeur Sub Two, Inc. and Bolnisi Gold NL,
as amended on June 8, 2007 (Incorporated herein by
reference to Exhibit 2.1 to the Registrants Form 8-K dated
June 22, 2007)
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2.4
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Conditional extension dated September 24, 2007 to Merger
Implementation Agreement dated May 3, 2007 by and among
Coeur dAlene Mines Corporation, Coeur dAlene Mines
Australia Pty Ltd, Coeur Sub Two, Inc. and Bolnisi Gold NL
(Incorporated herein by reference to Exhibit 2.1 to the
Registrants Form 8-K dated September 25, 2007)
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2.5
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Third Amending Agreement dated October 23, 2007 to Merger
Implementation Agreement dated May 3, 2007 by and among
Coeur dAlene Mines Corporation, Coeur dAlene Mines
Australia Pty Ltd, Coeur Sub Two, Inc. and Bolnisi Gold NL
(Incorporated herein by reference to Exhibit 2.1 to the
Registrants Form 8-K dated October 29, 2007)
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2.6
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Fourth Amending Agreement dated December 5, 2007 to Merger
Implementation Agreement dated May 3, 2007 by and among
Coeur dAlene Mines Corporation, Coeur dAlene Mines
Australia Pty Ltd, Coeur Sub Two, Inc. and Bolnisi Gold NL
(Incorporated herein by reference to Exhibit 2.1 to the
Registrants Form 8-K dated December 10, 2007)
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2.7
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Merger Implementation Agreement dated May 3, 2007 by and
among Coeur dAlene Mines Corporation and Palmarejo Silver
and Gold Corporation (Incorporated herein by reference to
Exhibit 2.1 to the Registrants Form 8-K dated May 4, 2007)
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2.8
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Extension dated September 24, 2007 to Merger Implementation
Agreement dated May 3, 2007 by and between Coeur dAlene
Mines Corporation and Palmarejo Silver and Gold
Corporation. (Incorporated herein by reference to Exhibit
2.2 to the Registrants Form 8-K dated September 25, 2007)
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2.9
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Amendment dated October 23, 2007 to Merger Implementation
Agreement dated May 3, 2007 by and between Coeur dAlene
Mines Corporation and Palmarejo Silver and Gold Corporation
(Incorporated herein by reference to Exhibit 2.2 to the
Registrants Form 8-K dated October 29, 2007)
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3
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Exhibit
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Number
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Description of Exhibit
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2.10
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Second Amendment dated December 4, 2007 to Merger
Implementation Agreement dated May 3, 2007 by and between
Coeur dAlene Mines Corporation and Palmarejo Silver and
Gold Corporation (Incorporated herein by reference to
Exhibit 2.2 to the Registrants Form 8-K dated December 10,
2007)
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99.1
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Press Release, dated December 21, 2007
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Coeur dAlene Mines Corporation
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Date: December 28, 2007
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By:
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/s/ James A. Sabala
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Name:
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James A. Sabala
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Title:
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Executive Vice President and
Chief Financial Officer
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5
EXHIBIT INDEX
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Exhibit
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Number
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Description of Exhibit
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2.1
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Merger Implementation Agreement dated May 3, 2007 by and
among Coeur dAlene Mines Corporation, Coeur dAlene Mines
Australia Pty Ltd, Coeur Sub Two, Inc. and Bolnisi Gold NL
(Incorporated herein by reference to Exhibit 2.2 to the
Registrants Form 8-K dated May 4, 2007)
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2.2
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Amending Agreement dated June 8, 2007 Relating to Merger
Implementation Agreement dated May 3, 2007 by and among
Coeur dAlene Mines Corporation, Coeur dAlene Mines
Australia Pty Ltd, Coeur Sub Two, Inc. and Bolnisi Gold NL
(Incorporated herein by reference to Exhibit 2.1 to the
Registrants Form 8-K dated June 8, 2007)
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2.3
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Second Amending Agreement dated June 22, 2007 Relating to
Merger Implementation Agreement dated May 3, 2007 by and
among Coeur dAlene Mines Corporation, Coeur dAlene Mines
Australia Pty Ltd, Coeur Sub Two, Inc. and Bolnisi Gold NL,
as amended on June 8, 2007 (Incorporated herein by
reference to Exhibit 2.1 to the Registrants Form 8-K dated
June 22, 2007)
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2.4
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Conditional extension dated September 24, 2007 to Merger
Implementation Agreement dated May 3, 2007 by and among
Coeur dAlene Mines Corporation, Coeur dAlene Mines
Australia Pty Ltd, Coeur Sub Two, Inc. and Bolnisi Gold NL
(Incorporated herein by reference to Exhibit 2.1 to the
Registrants Form 8-K dated September 25, 2007)
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2.5
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Third Amending Agreement dated October 23, 2007 to Merger
Implementation Agreement dated May 3, 2007 by and among
Coeur dAlene Mines Corporation, Coeur dAlene Mines
Australia Pty Ltd, Coeur Sub Two, Inc. and Bolnisi Gold NL
(Incorporated herein by reference to Exhibit 2.1 to the
Registrants Form 8-K dated October 29, 2007)
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2.6
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Fourth Amending Agreement dated December 5, 2007 to Merger
Implementation Agreement dated May 3, 2007 by and among
Coeur dAlene Mines Corporation, Coeur dAlene Mines
Australia Pty Ltd, Coeur Sub Two, Inc. and Bolnisi Gold NL
(Incorporated herein by reference to Exhibit 2.1 to the
Registrants Form 8-K dated December 10, 2007)
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2.7
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Merger Implementation Agreement dated May 3, 2007 by and
among Coeur dAlene Mines Corporation and Palmarejo Silver
and Gold Corporation (Incorporated herein by reference to
Exhibit 2.1 to the Registrants Form 8-K dated May 4, 2007)
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2.8
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Extension dated September 24, 2007 to Merger Implementation
Agreement dated May 3, 2007 by and between Coeur dAlene
Mines Corporation and Palmarejo Silver and Gold
Corporation. (Incorporated herein by reference to Exhibit
2.2 to the Registrants Form 8-K dated September 25, 2007)
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2.9
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Amendment dated October 23, 2007 to Merger Implementation
Agreement dated May 3, 2007 by and between Coeur dAlene
Mines Corporation and Palmarejo Silver and Gold Corporation
(Incorporated herein by reference to Exhibit 2.2 to the
Registrants Form 8-K dated October 29, 2007)
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6
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Exhibit
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Number
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Description of Exhibit
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2.10
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Second Amendment dated December 4, 2007 to Merger
Implementation Agreement dated May 3, 2007 by and between
Coeur dAlene Mines Corporation and Palmarejo Silver and
Gold Corporation (Incorporated herein by reference to
Exhibit 2.2 to the Registrants Form 8-K dated December 10,
2007)
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99.1
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Press Release, dated December 21, 2007
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7
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