Coeur Boosts Cash Component By C$285 Million In Wheaton River
Merger Proposal - Shareholders To Now Receive 23% Of Total Value In
Cash Coeur Obtains Committed Financing From Major International
Investment Bank For Additional Cash Payment To Wheaton River
Shareholders COEUR D'ALENE, Idaho, June 21 /PRNewswire-FirstCall/
-- Coeur d'Alene Mines Corporation (NYSE:CDE) today announced that
it has boosted the cash component of its superior merger proposal
to Wheaton River Minerals Ltd. (TSX: WRM, AMEX: WHT) by C$285
million, funded through a committed financing from a major
international investment bank. Coeur's increased cash component now
enables Coeur to pay Wheaton River shareholders a minimum of C$1.00
per Wheaton River share in cash - representing 23% of the current
value of Coeur's merger proposal.(1) Coeur also announced that it
has commenced mailing of an Information Circular to shareholders of
Wheaton River, recommending that they VOTE AGAINST the proposed
Wheaton River-IAMGold Corporation (TSX: IMG, AMEX: IAG) plan of
arrangement on the GREEN proxy card at Wheaton River's reconvened
Special Meeting of Shareholders scheduled for July 6, 2004. In
order to ensure that shareholders' votes are counted at the Special
Meeting, the GREEN proxy card must be received by the early proxy
deadline cutoff of 11:00 am (Toronto Time) on July 2, 2004. Dennis
E. Wheeler, Chairman and Chief Executive Officer of Coeur, said,
"We have listened to Wheaton River's shareholders and have
increased our cash component. Coeur's superior merger proposal now
provides Wheaton River shareholders with the option to receive a
minimum cash consideration of C$1.00 per share, representing 23% of
the current value of Coeur's merger proposal. In stark contrast,
the IAMGold transaction offers no cash whatsoever to Wheaton River
shareholders and significantly less total value. Furthermore,
IAMGold's proposal offers less growth, significantly less trading
liquidity, no operating synergies and no management operational
expertise." "By any measure, Coeur's merger proposal is clearly
superior for Wheaton River shareholders. We strongly recommend that
all Wheaton River shareholders VOTE AGAINST the proposed IAMGold
transaction on the GREEN proxy card promptly. By doing so,
shareholders will be sending a strong message to the Wheaton River
Board of Directors that they should negotiate with Coeur regarding
Coeur's enhanced superior merger proposal," added Mr. Wheeler.
Under Coeur's enhanced merger proposal, Wheaton River shareholders
may now elect to receive either: (i) $5.00 per Wheaton River common
share in cash, subject to the maximum cash consideration discussed
below; or (ii) Coeur common shares or shares of a Canadian
subsidiary of Coeur exchangeable into Coeur common shares on a
one-to-one basis at the exchange ratio of 0.731 Coeur common shares
or exchangeable shares for each Wheaton River common share
exchanged. There is no limit on the number of Wheaton River common
shares that may be exchanged for Coeur common stock (or
exchangeable shares). However, the maximum aggregate amount of cash
that Coeur will pay to Wheaton River shareholders under the
enhanced Coeur proposal is C$570 million. Therefore, elections to
receive all cash will be subject to proration if Wheaton River
shareholders request in the aggregate to receive more than C$570
million. Based on the number of issued and outstanding Wheaton
River common shares on May 27, 2004, if all Wheaton River
shareholders elect to receive all cash for their Wheaton River
common shares, shareholders will receive C$1.00 per Wheaton River
common share in cash and 0.577 Coeur common shares or exchangeable
shares of a Canadian subsidiary of Coeur (with value equivalent to
Coeur common shares). If less than all Wheaton River shareholders
elect the all cash option, Wheaton River shareholders will receive
up to C$5.00 per Wheaton River common share in cash (subject to
proration based on the maximum aggregate cash consideration of
C$570 million). (1) Assuming all of the current outstanding Wheaton
River shareholders elect to receive cash, based on the number of
issued and outstanding Wheaton River common shares on May 27, 2004,
the date Coeur first announced its proposal. The following table
sets forth possible results of the consideration options: Mixture
of Consideration Based on Shareholder Election Form of
Consideration All Shares Option All Cash Option Cash - C$1.00 per
Wheaton River share (1) Coeur Shares/ 0.731 Coeur common shares
0.577 Coeur common shares Exchangeable Shares or exchangeable
shares or exchangeable shares (1) Total Consideration C$5.06 per
Wheaton River C$5.00 per Wheaton River common share (2) common
share (1) (2) (1) Based on the number of issued and outstanding
Wheaton River common shares on May 27, 2004 and assuming that all
shareholders select the all cash option. (2) Based on the value of
Coeur common stock on May 27, 2004 and an exchange rate on that
date of C$1.3597 for each US$1.00. In addition, under Coeur's
enhanced proposal, it is contemplated that warrant and option
holders of Wheaton River will be entitled to receive an equivalent
value of Coeur warrants and options based on the exchange ratio.
Coeur noted that while it is the Company's desire to complete a
friendly business combination with Wheaton River by way of a plan
of arrangement, if the Wheaton River Board continues to refuse to
negotiate with Coeur, Coeur will consider other transaction
alternatives, including making a formal offer directly to the
shareholders of Wheaton River. Following is the letter sent today
by Dennis E. Wheeler, Chairman and Chief Executive Officer of
Coeur, to Wheaton River's shareholders: "COEUR BOOSTS CASH
COMPONENT IN WHEATON RIVER MERGER PROPOSAL - SHAREHOLDERS TO NOW
RECEIVE 23% OF TOTAL VALUE IN CASH SEND A STRONG MESSAGE TO YOUR
BOARD THAT IT SHOULD NEGOTIATE WITH COEUR REGARDING OUR IMPROVED
SUPERIOR MERGER PROPOSAL VOTE AGAINST THE PROPOSED WHEATON
RIVER-IAMGOLD PLAN OF ARRANGEMENT ON THE GREEN PROXY CARD TODAY
June 21, 2004 Dear Wheaton River Shareholder: Today, Coeur d'Alene
Mines Corporation ("Coeur") boosted the cash component of its
merger proposal to Wheaton River Minerals Ltd. ("Wheaton River") by
C$285 million, funded through a committed financing from a major
international investment bank. Coeur's increased cash component now
enables Coeur to pay Wheaton River shareholders a minimum of C$1.00
per Wheaton River share in cash - representing 23% of the current
value of Coeur's merger proposal.(2) With a new vote of Wheaton
River shareholders now scheduled for July 6, 2004 regarding the
proposed Wheaton River-IAMGold Corporation ("IAMGold") plan of
arrangement, Coeur strongly recommends that all Wheaton River
shareholders VOTE AGAINST the proposed IAMGold transaction on the
GREEN proxy card today. By doing so, you will be sending a strong
message to your Board of Directors that you want it to negotiate
with Coeur regarding Coeur's enhanced superior merger proposal.
COEUR IS COMMITTED TO COMPLETING A COMBINATION WITH WHEATON RIVER
Coeur has demonstrated its continuing commitment to complete a
business combination with Wheaton River. While it is Ceour's desire
to complete a friendly business combination with Wheaton River by
way of a plan of arrangement, if the Wheaton River Board continues
to refuse to negotiate with Coeur, Coeur will consider other
transaction alternatives, including making a formal offer directly
to the shareholders of Wheaton River. DON'T MISS THE OPPORTUNITY TO
VOTE AT THE NEW SPECIAL MEETING. The early cutoff for voting your
proxy is 11:00 am (Toronto time) on July 2, 2004. Due to the
holiday on July 1, 2004 beneficial shareholders in Canada should
fax or deliver their GREEN proxy card via overnight express to
their intermediary by NOON on June 30, 2004. Beneficial
shareholders in the United States should vote by telephone /
internet or deliver their GREEN proxy card via overnight express to
their intermediary by NOON on July 1, 2004. If shareholders have
any questions about how to revoke or change their vote, please call
MacKenzie Partners, Inc. at 1-800-322-2885 (toll-free) or 212-929-
5500 (call collect). (2) Assuming all of the current outstanding
Wheaton River shareholders elect to receive cash, based on the
number of issued and outstanding Wheaton River common shares on May
27, 2004, the date Coeur first announced its proposal. WE BELIEVE
COEUR'S ENHANCED MERGER PROPOSAL IS CLEARLY SUPERIOR TO THE WHEATON
RIVER-IAMGOLD PLAN OF ARRANGEMENT AND IN THE BEST INTERESTS OF ALL
WHEATON RIVER SHAREHOLDERS Based on closing share prices on May 27,
2004, Coeur's enhanced merger proposal will provide Wheaton River
shareholders a total value of approximately C$5.00 for each Wheaton
River common share, of which at least C$1.00 is cash. Coeur's
enhanced merger proposal represents: * A premium of C$0.94 for each
Wheaton River common share over the IAMGold proposal based on
closing share prices on May 27, 2004. * An increase of
approximately 11% over Coeur's initial proposal that was announced
on May 27, 2004. * A premium of 26% to Wheaton River's closing
share price on May 27, 2004. * An opportunity for Wheaton River
shareholders to receive 23% of the consideration (based on Coeur's
closing share price on June 18, 2004) for their Wheaton River
common shares in cash even if all Wheaton River shareholders choose
to receive cash. In contrast, the Wheaton River-IAMGold plan of
arrangement offers Wheaton River shareholders no cash whatsoever
and less total value, as well as less growth, significantly less
trading liquidity, no operating synergies, and no management
operational expertise. Under Coeur's enhanced merger proposal,
Wheaton River shareholders may now elect to receive either: (i)
$5.00 per Wheaton River common share in cash, subject to the
maximum cash consideration discussed below; or (ii) Coeur common
shares or shares of a Canadian subsidiary of Coeur exchangeable
into Coeur common shares on a one-to-one basis at the exchange
ratio of 0.731 Coeur common shares or Coeur exchangeable shares for
each Wheaton River common share exchanged. There is no limit on the
number of Wheaton River common shares that may be exchanged for
Coeur common stock (or exchangeable shares). However, the maximum
aggregate amount of cash that Coeur will pay to Wheaton River
shareholders under the enhanced Coeur proposal is C$570 million.
Therefore, elections to receive cash will be subject to proration
if Wheaton River shareholders request in the aggregate to receive
more than C$570 million. Based on the number of issued and
outstanding Wheaton River common shares on May 27, 2004, if all
Wheaton River shareholders elect to receive cash for their Wheaton
River common shares, shareholders will receive C$1.00 per Wheaton
River common share in cash and 0.577 common shares or Coeur
exchangeable shares. If less than all Wheaton River shareholders
elect the cash option, Wheaton River shareholders will receive up
to C$5.00 per Wheaton River common share in cash (subject to
proration based on the maximum aggregate cash consideration of
C$570 million). A COMBINED COEUR-WHEATON RIVER WILL BE A GLOBAL
LEADER IN THE PRECIOUS METALS INDUSTRY A combination of Coeur and
Wheaton River will create a global leader in the precious metals
industry, focused on the Americas, with one of the highest growth
rates in the sector. Our combination will create the fourth largest
North American precious metals company, enhance Coeur's position as
the world's largest primary silver producer, and create a top 10
global gold producer with among the lowest cash costs in the
industry. The combination will bring together Coeur's wholly owned
mines and operating expertise in South America with Wheaton River's
properties in South America. Based upon a preliminary review of
Wheaton River's publicly available information, Coeur anticipates
cost savings of US$8-10 million annually. The combined company, a
totally unhedged precious metals producer, will have a strong
balance sheet, increased financial flexibility, and industry
leading trading liquidity on both the NYSE and TSX, providing
excellent value to both Wheaton River and Coeur shareholders. COEUR
IS WELL-POSITIONED FOR FUTURE SUCCESS Coeur is in a strong
financial position, with US$235 million in cash and no net debt. In
addition to our four operations, we have advanced development
projects in Bolivia and Alaska that we expect will nearly double
our gold production and increase our silver production by over 50%
in the next three years. Between January 1, 2003 and May 27, 2004,
Coeur's share price on the NYSE increased 157%, making Coeur one of
the best performers in the precious metals sector. SEND A STRONG
MESSAGE TO YOUR BOARD. VOTE AGAINST THE PROPOSED WHEATON
RIVER-IAMGOLD PLAN OF ARRANGEMENT ON THE GREEN PROXY CARD TODAY. By
VOTING AGAINST the proposed IAMGold transaction on the GREEN proxy
card, you will be sending a message that your Board of Directors
can't ignore - that you want them to negotiate with Coeur regarding
our enhanced superior merger proposal. Shareholders who previously
voted AGAINST the IAMGold transaction, but whose votes were not
counted at the June 8, 2004 Special Meeting as a result of Wheaton
River's deadline to submit proxies, now have a fair opportunity to
make their voices heard. Furthermore, there is now time for Wheaton
River shareholders who may have voted in favor of the IAMGold
transaction to revoke or change their vote. Even if shareholders
have already voted AGAINST on management's card, we urge you to
vote a later dated GREEN proxy card to make sure that this time
your vote is counted. Wheaton River shareholders who wish to VOTE
AGAINST the Wheaton River- IAMGold plan of arrangement can revoke
or change their vote by simply submitting a GREEN proxy card. If
shareholders have any questions about how to revoke or change their
vote, please call MacKenzie Partners, Inc. at 1-800-322-2885
(toll-free) or 212-929-5500 (call collect). In order to ensure that
shareholders' votes are counted at the Special Meeting, the GREEN
proxy card must be received by July 2, 2004 at 11:00 am (Toronto
Time). Make certain your vote will count by signing, dating and
mailing your GREEN proxy card today. Very truly yours, /s/ Dennis
E. Wheeler Dennis E. Wheeler Chairman and Chief Executive Officer"
Wheaton River shareholders who wish to VOTE AGAINST the Wheaton
River- IAMGold plan of arrangement can revoke or change their vote
by simply signing, dating and submitting a GREEN proxy card. If
shareholders have any questions about how to revoke or change their
vote, please call MacKenzie Partners, Inc. at 1-800-322-2885
(toll-free) or 212-929-5500 (collect). In order to ensure that
shareholders' votes are counted at the Special Meeting, the GREEN
proxy card must be received by July 2, 2004 at 11:00 am (Toronto
Time). 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 shareholders. 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. 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, both of
Joele Frank, Wilkinson Brimmer Katcher, +1-212-355-4449, or Dan
Burch, or Steve Balet, both of MacKenzie Partners, Inc.,
+1-212-929-5500, all for Coeur d'Alene Mines Corporation Web site:
http://www.coeur.com/
Copyright
Coeur Mining (NYSE:CDE)
Historical Stock Chart
From Jun 2024 to Jul 2024
Coeur Mining (NYSE:CDE)
Historical Stock Chart
From Jul 2023 to Jul 2024