Coeur Significantly Increases Offer to Wheaton River Shareholders
June 29 2004 - 8:02AM
PR Newswire (US)
Coeur Significantly Increases Offer to Wheaton River Shareholders
Increased Offer Represents 23% Premium over Current Wheaton River
Share Price and 13% Premium over IAMGold Proposal COEUR D'ALENE,
Idaho, June 29 /PRNewswire-FirstCall/ -- Coeur d'Alene Mines
Corporation (NYSE:CDE) today announced that it has increased its
offer for Wheaton River Minerals Ltd. (Amex: WHT; TSX: WRM). Under
the offer, Wheaton River shareholders may elect to receive either:
* C$5.47 per Wheaton River common share in cash (as compared to the
C$5.00 per share previously offered), subject to the maximum cash
consideration previously announced; or * 0.796 shares of Coeur
common stock or 0.796 exchangeable shares of a Canadian subsidiary
of Coeur, for each Wheaton River common share tendered (as compared
to the 0.731 shares previously offered). Aside from the increase in
consideration, the previously announced terms and conditions of
Coeur's offer remain unchanged. The terms of the offer will be set
forth in definitive tender offer documents. Coeur offers Wheaton
River shareholders superior value: * Coeur's offer represents a
premium of 38% over Wheaton River's closing stock price, based upon
closing stock prices on May 27, 2004, the date of Coeur's initial
proposal. * Coeur's offer provides Wheaton River shareholders with
C$4.63 per Wheaton River share(1), representing a premium of 23%
over Wheaton River's closing stock price of C$3.76 per share, based
upon closing stock prices on June 28, 2004. * Coeur's offer
represents a premium of 35% and 13% over the IAMGold proposal based
on closing stock prices as of May 27, 2004 and June 28, 2004,
respectively. Dennis E. Wheeler, Chairman and Chief Executive
Officer of Coeur, said, "We have always believed that Coeur's offer
is extremely compelling for all Wheaton River shareholders from
both a strategic and financial perspective. Our offer includes a
significant cash component, and today we are further enhancing the
total value of our offer. We believe the choice for Wheaton River
shareholders is now even clearer -- Coeur's offer is without
question the superior alternative to the IAMGold proposal." Mr.
Wheeler continued, "We have been meeting with and listening to
Wheaton River's shareholders and we remain fully committed to
making the Coeur-Wheaton River combination a reality. We intend to
take our revised offer directly to Wheaton River shareholders
following defeat of the IAMGold proposal at the July 6th Special
Meeting of Wheaton River shareholders." Coeur's increased offer
provides Wheaton River shareholders with significantly greater
value than the proposed IAMGold plan of arrangement, including a
substantial cash component. Coeur also offers Wheaton River
shareholders better growth prospects, significantly greater trading
liquidity, higher operating synergies and significant management
operational expertise. "Now is the time for the Wheaton River
shareholders to act," added Mr. Wheeler. "Coeur's clearly superior
offer will be available only if shareholders defeat the IAMGold
proposal by voting AGAINST at the July 6th Special Meeting. We
strongly recommend that Wheaton River shareholders vote AGAINST the
proposed IAMGold transaction on Coeur's GREEN proxy card by
Wednesday, June 30th." Wheaton River Shareholder Voting
Instructions Coeur urges all Wheaton River shareholders to vote
AGAINST the proposed IAMGold plan of arrangement on Coeur's GREEN
proxy card at Wheaton River's reconvened Special Meeting of
Shareholders scheduled for July 6, 2004. The early cutoff for
voting proxies is 11:00 am (Toronto time) on July 2, 2004. Due to
the Canadian holiday on July 1, 2004, Coeur urges beneficial
shareholders in Canada to fax or deliver Coeur's GREEN proxy card
voting AGAINST via overnight express to their intermediary by NOON
on June 30, 2004. Coeur urges beneficial shareholders in the United
States to vote by telephone/ internet or deliver Coeur's GREEN
proxy card voting AGAINST via overnight express to their
intermediary by NOON on July 1, 2004. If shareholders have any
questions about how to vote, revoke or change their vote, please
call MacKenzie Partners, Inc. at 1-800-322-2885 (toll-free) or
212-929-5500 (call collect). CIBC World Markets Inc. and JP Morgan
are acting as co-financial advisors 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 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 WHEN THEY BECOME AVAILABLE
AND ANY OTHER RELEVANT DOCUMENTS 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 (1) Assuming 568, 220, 638 Wheaton River common shares
are outstanding and that holders of all of those shares elect to
receive cash, proration would result in per share consideration of
C$1.00 in cash and 0.650 Coeur shares, or C$4.63 per Wheaton River
share based upon closing stock prices on June 28, 2004 and a
currency exchange rate of C$1.3476 per US$. 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; 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
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