Coeur Criticizes Wheaton River's Hasty Rejection of Coeur's Superior Proposal
June 07 2004 - 1:38PM
PR Newswire (US)
Coeur Criticizes Wheaton River's Hasty Rejection of Coeur's
Superior Proposal Wheaton River Board Attempts to Deprive
Stockholders of Higher Value Coeur Proposal at Least C$0.25 per
Share Higher Than the IAMGOLD Proposal COEUR D'ALENE, Idaho, June 7
/PRNewswire-FirstCall/ -- Coeur d'Alene Mines Corporation
(NYSE:CDE) today made the following statement regarding Wheaton
River Minerals Ltd.'s (TSX: WRM, AMEX: WHT) comments today: Dennis
E. Wheeler, Chairman and Chief Executive Officer of Coeur d'Alene,
said, "We were surprised and disappointed by the hasty rejection of
our increased proposal by the Wheaton River Board. It is
unfortunate that the Wheaton River Board again failed to postpone
their stockholder meeting to give stockholders more time to vote
and so that the Wheaton River Board could conduct due diligence on
Coeur and its assets to fully evaluate the Coeur proposal. "The
Wheaton River Board instead only gave Coeur a token meeting at 8:00
pm ET last night to make a presentation in a scant 30 minutes.
Given the late night meeting, the minimal time allotted, and
Wheaton River Board's rejection less than three hours later, we
question whether the Wheaton River Board ever had a serious
interest in evaluating our proposal. "Coeur's proposal is clearly
superior. Even with IAMGOLD Corporation (TSX: IMG, AMEX: IAG)
trading at an inflated price as the result of Golden Star's
acquisition offer, based on Friday's closing prices, Coeur's
proposal for Wheaton River was at least C$0.25 per share or C$142
million higher than the value of the Wheaton River-IAMGOLD
transaction. Without the Golden Star offer for IAMGOLD, we believe
the margin would be greater still. In addition to Coeur's higher
value, and in contrast to the Wheaton River-IAMGOLD proposal, Coeur
offers cash and near-cash in the form of notes of C$1.00 per share,
representing a significant portion of the consideration for Wheaton
River stockholders. "It is now up to the stockholders and we are
encouraged by their support. On Friday, June 4, the Ontario
Teachers' Pension Plan, owner of 5.6 million shares and 1.1 million
warrants, announced on its website (http://www.otpp.com/) that it
is voting against the Wheaton River-IAMGOLD plan of arrangement.
Also on Friday, Fairvest (ISS), Canada's leading independent proxy
advisory firm, reversed its earlier decision and now recommends
that Wheaton River stockholders reject the proposed IAMGOLD
transaction. Fairvest urged the Wheaton River Board to give
stockholders more time to evaluate the Coeur proposal. "Time is of
the essence. We encourage stockholders who have already voted for
the Wheaton River-IAMGOLD transaction to change their vote and
those stockholders who have not voted, to vote now. Wheaton River
stockholders can still send a strong message to the Board and
management that they would like the opportunity to fully consider
Coeur's superior proposal. Although Wheaton River has failed to
extend its arbitrary early cutoff to deliver proxies, we continue
to call on Wheaton River to waive this deadline. We do not think
the Wheaton River Board will ignore the will of its stockholders,"
Mr. Wheeler concluded. If stockholders have any questions about how
to revoke or change their vote, please call MacKenzie Partners,
Inc. at 1-800-322-2885 or 212-929-5500 (call collect). Coeur, in
asking stockholders to change their votes, noted that on June 4,
Fairvest, Canada's leading independent proxy advisory firm and an
affiliate of Institutional Shareholder Services (ISS), reversed its
previous decision and now recommends that Wheaton River
stockholders vote AGAINST the proposed Wheaton River-IAMGOLD plan
of arrangement. The Company believes Fairvest's decision recognizes
that Coeur's superior increased proposal represents a significant
premium to the IAMGOLD transaction. In addition Fairvest was
critical of Wheaton River's refusal to allow its stockholders an
opportunity to consider Coeur's superior increased proposal. In its
decision, Fairvest noted: "We recommend opposing the Wheaton merger
on the basis that it imposes a deadline that precludes shareholders
from exploring the benefits of another legitimate and possibly
superior proposal." "We believe that shareholders need more time
and information on the two options. With the deadline looming so
close, we believe that the Wheaton board should be working to get
more time for shareholders to evaluate their options."* *Permission
to use quotations was neither sought nor obtained. In its proposal
to Wheaton River, Coeur provided a point-by-point comparison of
Coeur's proposal with the pending IAMGOLD transaction. The
comparison clearly demonstrates the superiority of the Coeur
proposal, and is repeated here: Coeur Proposal IAMGOLD Offer
Superior Proposal 0.731 Exchange + 0.55 Exchange Cash/Near Cash 1.
Value of Offer June 4, 2004 C$4.48 C$4.23 Coeur May 27, 2004 C$5.00
C$4.06 Coeur 2. Cash/Near Cash in C$1.00 (C$570mm) Nil Coeur Offer
3. Operating 70 years Nil Coeur Expertise 4. Trading &
Liquidity Liquidity $75 mm/day $45 mm/day Coeur Pro-Forma Exchange
NYSE/TSX TSX/AMEX Coeur 5. Growth Projects Projects 2 Projects + 2
1 Expansion - Coeur Contributed Expansion - 19% minority Wholly
Owned interest 6. Profile Silver Production World's Largest 6.5 mm
ozs Coeur Primary Silver Co. Gold Production Top 10 Gold Top 10
Gold - Producer Producer Cash Costs Cash Costs Below Cash Costs -
$125/oz Below $125/oz 7. Reserves & Resources Reserves 9 mm ozs
9 mm ozs - Reserves + 21 mm ozs 24 mm ozs - Resources CIBC World
Markets Inc. is acting as financial advisor to Coeur. Gibson, Dunn
& Crutcher LLP and Stikeman Elliott LLP are acting as legal
counsel to Coeur. Coeur d'Alene Mines Corporation is the world's
largest primary silver producer, as well as a significant, low-cost
producer of gold. The Company has mining interests in Nevada,
Idaho, Alaska, Argentina, Chile and Bolivia. Cautionary Statement
The United States Securities and Exchange Commission permits mining
companies, in their filings with the SEC, to disclose only those
mineral deposits that a company can economically and legally
extract or produce. We use the term "resource" in this press
release which the SEC guidelines strictly prohibit us from
including in our filings with the SEC. Investors are urged to
consider closely the disclosure in our Form 10-K for the year ended
December 31, 2003 and Form 10-Q for the quarter ended March 31,
2004. You can review and obtain copies of that filing from the SEC
website at http://www.sec.gov/edgar.html. This document contains
numerous forward-looking statements relating to the Company's
silver and gold mining business. The United States Private
Securities Litigation Reform Act of 1995 provides a "safe harbor"
for certain forward-looking statements. Such forward-looking
statements include the statements above as to the impact of the
proposed acquisition on both the combined entity and the Company's
stockholders. Such statements are subject to numerous assumptions
and uncertainties, many of which are outside the Company's control.
These include negotiation and completion of a formal transaction
agreement, governmental regulatory processes, the Company's ability
to successfully integrate the operations of Wheaton River,
assumptions with respect to future revenues, expected mining
program performance and cash flows and the outcome of
contingencies. Operating, exploration and financial data, and other
statements in this document are based on information the company
believes reasonable, but involve significant uncertainties as to
future gold and silver prices, costs, ore grades, estimation of
gold and silver reserves, mining and processing conditions, the
completion and/or updating of mining feasibility studies, changes
that could result from the Company's future acquisition of new
mining properties or businesses, the risks and hazards inherent in
the mining business (including environmental hazards, industrial
accidents, weather or geologically related conditions), regulatory
and permitting matters, risks inherent in the ownership and
operation of, or investment in, mining properties or businesses in
foreign countries, as well as other uncertainties and risk factors
set out in the Company's filings from time to time with the SEC,
including, without limitation, the Company's reports on Form 10-K
and Form 10-Q. Actual results and timetables could vary
significantly from the estimates presented. Readers are cautioned
not to put undue reliance on forward-looking statements. The
Company disclaims any intent or obligation to update publicly these
forward-looking statements, whether as a result of new information,
future events or otherwise. This communication is neither an offer
to purchase nor a solicitation of an offer to sell shares of
Wheaton River or Coeur. This communication is not a solicitation of
a proxy from any security holder of Coeur d'Alene Mines Corporation
or Wheaton River Minerals Ltd. If a transaction is agreed upon or
an offer commenced, Coeur will file a proxy statement/prospectus
and any other relevant documents concerning the proposed
transaction with Wheaton River with the SEC and the securities
commissions or equivalent regulatory authorities in Canada. YOU ARE
URGED TO READ ANY SUCH PROXY STATEMENT/PROSPECTUS IF AND WHEN IT
BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS IF AND WHEN
FILED WITH THE SEC AND THE SECURITIES COMMISSIONS OR EQUIVALENT
REGULATORY AUTHORITIES IN CANADA BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. You will be able to obtain any such proxy
statement/prospectus (if and when it becomes available) and any
other documents filed with the SEC free of charge at the SEC's
website, http://www.sec.gov/. In addition, you may obtain the proxy
statement/prospectus (if and when it becomes available) and the
other documents filed by Coeur with the SEC by requesting them in
writing from, 400 Coeur d'Alene Mines Building, 505 Front Avenue,
Coeur d'Alene, Idaho 83814, Attn: Investor Relations, tel: (208)
667-3511. Contacts: James A. Sabala Chief Financial Officer
208-769-8152 Mitchell J. Krebs Vice President Of Corporate
Development 773-255-9808 Joele Frank / Judith Wilkinson Joele
Frank, Wilkinson Brimmer Katcher 212-355-4449 Dan Burch / Steve
Balet MacKenzie Partners, Inc. 212-929-5500 DATASOURCE: Coeur
d'Alene Mines Corporation CONTACT: James A. Sabala, Chief Financial
Officer, +1-208-769-8152, or Mitchell J. Krebs, Vice President Of
Corporate Development, +1-773-255-9808, both for Coeur d'Alene
Mines Corporation, or Joele Frank, or Judith Wilkinson,
+1-212-355-4449, both of Joele Frank, Wilkinson Brimmer Katcher, or
Dan Burch, or Steve Balet, +1-212-929-5500, both of MacKenzie
Partners, Inc. Web site: http://www.coeur.com/ http://www.otpp.com/
http://www.sec.gov/
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