Coeur to Launch Tender Offer to Acquire All Outstanding Shares of Wheaton River
June 23 2004 - 8:02AM
PR Newswire (US)
Coeur to Launch Tender Offer to Acquire All Outstanding Shares of
Wheaton River Continues to Recommend ALL Wheaton River Shareholders
VOTE AGAINST Proposed IAMGold Transaction on GREEN Proxy Card COEUR
D'ALENE, Idaho, June 23 /PRNewswire-FirstCall/ -- Coeur d'Alene
Mines Corporation (NYSE:CDE) today announced that it intends to
commence a tender offer to acquire all of the outstanding shares of
Wheaton River Minerals Ltd. (Amex: WHT; TSX: WRM) for the same
consideration as Coeur's merger proposal announced on June 21,
2004. Coeur's Board of Directors has unanimously authorized the
tender offer. Coeur also announced that it has retained JP Morgan
to join CIBC World Markets Inc. as co-financial advisors in
connection with Coeur's offer. Dennis E. Wheeler, Chairman and
Chief Executive Officer of Coeur, said, "It is time to make the
combination of Coeur and Wheaton River a reality. We have
repeatedly tried to negotiate with Wheaton River's Board and
recently sent two letters to the Special Committee of independent
directors of Wheaton River which have gone unanswered. We continue
to believe our offer is superior to the proposed IAMGold plan of
arrangement and we have been making our case to Wheaton River
shareholders. By voting AGAINST the IAMGold plan of arrangement
today and then tendering their shares, Wheaton River shareholders
can determine for themselves the future of their company. The
question of which company, Coeur or IAMGold, offers more value to
Wheaton River will now be decided by the shareholders -- the true
owners of Wheaton River. "We strongly recommend that Wheaton River
shareholders VOTE AGAINST the proposed IAMGold transaction on the
GREEN proxy card. Shareholders should send a strong message that
their Board can't ignore -- that shareholders want to bring Coeur
and Wheaton River together to create a global leader in the
precious metals industry. 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 and
one of the highest growth rates in the industry. Wheaton River
shareholders will have the unique opportunity to participate in the
upside of a combined Coeur-Wheaton River by owning approximately
60% of the combined company (based on Wheaton River's current
outstanding shares)," said Mr. Wheeler. Coeur's Offer Pursuant to
the offer, Coeur, through a wholly owned subsidiary, intends to
offer to purchase or exchange all outstanding Wheaton common shares
for cash or stock. Under the terms of Coeur's offer, Wheaton River
shareholders will be able to elect to receive either: (i) C$5.00
per Wheaton River common share in cash, subject to the maximum cash
consideration discussed below; or (ii) 0.731 shares of Coeur common
stock or 0.731 exchangeable shares of a Canadian subsidiary of
Coeur, for each Wheaton River common share tendered. All Cash
Option. The maximum aggregate amount of cash that Coeur will pay to
Wheaton River shareholders under Coeur's tender offer is C$570
million (assuming that all outstanding shares are tendered to the
offer). 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, as adjusted based on the
percentage of Wheaton River common shares tendered pursuant to the
offer. 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 shares of Coeur common stock or 0.577 exchangeable
shares of a Canadian subsidiary of Coeur. 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). All Share Option. Canadian
Wheaton River shareholders who elect to receive stock will receive
0.731 exchangeable shares of a Canadian subsidiary of Coeur for
each Wheaton River common share tendered, while non-Canadian
Wheaton River shareholders will receive 0.731 shares of Coeur
common stock for each Wheaton River common share tendered. Each
exchangeable share will be exchangeable at the option of the holder
into Coeur common stock on a one-for- one basis. 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 0.577
Coeur common shares Exchangeable Shares shares or exchangeable or
exchangeable shares shares (1) Total Consideration C$4.01 per
Wheaton C$4.17 per Wheaton River 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 June 22, 2004 and an exchange rate on that
date of C$1.3578 for each US$1.00. Coeur currently contemplates
that the transaction will include a new parent holding company to
be formed by Coeur. All of the existing shares of Coeur will be
converted into a like number of shares of this new holding company.
Because this new holding company will replace Coeur as the ultimate
parent entity and will have publicly traded stock, this new holding
company will issue the shares of common stock under the offer.
Accordingly, the description of the issuance of Coeur common stock
under the offer refers to the issuance of a like number of shares
of this new Coeur holding company. In addition, under Coeur's
offer, it is currently contemplated that warrant and option holders
of Wheaton River will be entitled to receive an equivalent value of
Coeur warrants and options based on the exchange ratio. Conditions
of Coeur's Offer The offer will be conditional upon, among other
things: (i) the tendering of at least 66 2/3% of the issued and
outstanding Wheaton River common shares (on a fully diluted basis);
(ii) lawful termination of the amended and restated Wheaton
River-IAMGold arrangement agreement dated April 23, 2004; (iii) the
approval by Coeur shareholders of certain terms of the transaction,
including an amendment to Coeur's certificate of incorporation to
increase Coeur's authorized capital, the holding company structure
and the issuance of shares of Coeur common stock in the
transactions; (iv) receipt of all necessary regulatory approvals;
(v) the absence of any Wheaton River material adverse change; as
well as other customary conditions. Coeur intends to solicit the
requisite shareholder approval as soon as practicable after the
Special Meeting. Based on closing share prices and US$/C$ exchange
rates on June 22, 2004, Coeur's offer provides Wheaton River
shareholders a total value of approximately C$4.17 for each Wheaton
River common share, of which at least C$1.00 per share (24%) is
cash. Coeur's offer represents: -- An increase of approximately 11%
over Coeur's initial proposal that was announced on May 27, 2004.
-- A premium of 26% (C$1.04 per share) to Wheaton River's closing
share price on May 27, 2004 and a premium of 5% (or C$0.20 per
share) to Wheaton River's closing price on June 22, 2004. -- An
opportunity for Wheaton River shareholders to receive 24% of the
consideration in cash (based on Coeur's closing share price on June
22, 2004) for their Wheaton River common shares even if all Wheaton
River shareholders choose to receive cash. In contrast, the IAMGold
plan of arrangement offers Wheaton River shareholders no cash
whatsoever, less growth, significantly less trading liquidity, no
operating synergies and no management operational expertise. A
detailed description of the Coeur offer will be included in a
preliminary prospectus to be filed with the Securities and Exchange
Commission. The time period for the offer will be set forth in the
definitive offer which Coeur intends to mail to Wheaton River
shareholders. CIBC World Markets Inc. and JP Morgan are serving as
dealer managers for the offer. Wheaton River shareholders can get
more information about the offer by contacting MacKenzie Partners,
Inc., which is serving as information agent. As previously
announced on June 21, 2004, Coeur commenced mailing of an
Information Circular to shareholders of Wheaton River recommending
that all shareholders VOTE AGAINST the proposed IAMGold plan of
arrangement on the GREEN proxy card at Wheaton River's reconvened
Special Meeting of Shareholders scheduled for July 6, 2004. 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). 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 This document contains numerous
forward-looking statements relating to the Company's silver and
gold mining business. 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. YOU ARE URGED TO READ ALL TENDER OFFER MATERIALS AND
ANY RELATED PROXY STATEMENT/PROSPECTUS IF AND WHEN THEY BECOME
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 such materials, and any
amendments and supplements thereto, (as they become available)
without charge at the SEC's website, http://www.sec.gov/. In
addition, you may obtain tender offer materials and any related
proxy statement/prospectus (as they become 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 of Coeur d'Alene Mines
Corporation; Joele Frank or Judith Wilkinson, both of Joele Frank,
Wilkinson Brimmer Katcher, +1-212-355-4449, for Coeur d'Alene; Dan
Burch or Steve Balet, both of MacKenzie Partners, Inc.,
+1-212-929-5500
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