Coeur Formally Commences Its Tender Offer to All Wheaton River Shareholders
August 23 2004 - 5:20PM
PR Newswire (US)
Coeur Formally Commences Its Tender Offer to All Wheaton River
Shareholders Premium of 16% Over Wheaton River Stock Price COEUR
D'ALENE, Idaho, Aug. 23 /PRNewswire-FirstCall/ -- Coeur d'Alene
Mines Corporation (NYSE:CDE) announced that it has formally
commenced its offer to purchase all of the outstanding common
shares of Wheaton River Minerals Ltd. (TSX: WRM, Amex: WHT).
Coeur's offer, which is being mailed simultaneously to all Wheaton
River shareholders, is open for acceptance until 5:00 pm (EST) on
September 30, 2004. Dennis E. Wheeler, Chairman and Chief Executive
Officer of Coeur, stated, "We are pleased to make this significant
premium offer to all shareholders of Wheaton River. The combination
of Coeur and Wheaton River will create the newest global leader in
the precious metals industry with the scale and operating expertise
to maximize the value of its portfolio of properties. This
transaction offers Wheaton River shareholders a substantial premium
immediately, while also providing a solid platform for future
growth. The combined Coeur-Wheaton River will be the world's
leading silver producer, a major gold producer and the fourth
largest precious metals company in North America. Additionally, the
combined company will have four growth projects in Alaska, Bolivia,
Brazil, and Mexico that will significantly add to the company's
gold and silver production in the near-term. We are fully committed
to completing our acquisition so that we can begin to deliver the
benefits of the combination to all shareholders." Superior Value
Coeur's offer provides Wheaton River shareholders with: * A premium
of 38% over Wheaton River's closing stock price on May 27, 2004,
the date of Coeur's initial proposal; * A total value of Cdn$4.29
per Wheaton River share in cash and Coeur common stock,
representing a premium of 16% over Wheaton River's closing stock
price of Cdn$3.70 per share on August 20, 2004;(1) * A minimum of
Cdn$1.00 per share in cash, representing 23% of the total offer
consideration.(1) Strategic Benefits The combined Coeur-Wheaton
River will be: * North America's fourth largest precious metals
company with proven operating expertise; * A leading gold producer
and the world's leading primary silver producer with approximately
22 million ounces of annual production; * Among the world's most
liquid publicly-traded precious metals mining companies with
expected listings on both the NYSE and TSX; * One of the fastest
growing precious metals companies with four growth projects
including Amapari (Brazil), Kensington (Alaska), Los Filos (Mexico)
and San Bartolome (Bolivia); * Highly leveraged to commodity prices
with completely unhedged production; and * Financially powerful
with strong free cash flow generation, a strong balance sheet, and
enhanced access to capital markets. Terms Under Coeur's offer,
Wheaton River shareholders may elect to receive for each common
share of Wheaton River tendered: * Up to Cdn$5.47 in cash, subject
to proration if Wheaton River shareholders request, in the
aggregate, more than Cdn$570 million; or * 0.796 shares of the
Coeur common stock; or * 0.796 exchangeable shares of a Canadian
subsidiary of Coeur, which are exchangeable, upon the terms
described in the offer documents, for common stock of Coeur on a
one-for-one basis. Assuming all Wheaton River shareholders elect to
receive cash, shareholders would receive per share consideration of
Cdn$1.00 in cash and 0.650 Coeur shares.(1) Coeur intends to
acquire all Wheaton River common shares. Upon the completion of the
tender offer, Coeur intends to implement a subsequent acquisition
transaction that would result in the acquisition of any shares not
acquired pursuant to the tender offer. Coeur anticipates that
following the completion of this subsequent acquisition
transaction, the holders of Wheaton River warrants would have the
right to receive exchangeable shares upon the exercise of the
warrants. The exercise price of the warrants would be adjusted, in
accordance with the terms of the warrants, based on the exchange
ratio used in the subsequent acquisition transaction. Coeur
currently anticipates that the exchange ratio used in that
subsequent acquisition transaction would be the same ratio as used
in the tender offer. Coeur currently intends to maintain the
listing of the warrants on the TSX and AMEX. CIBC World Markets
Inc. and J.P. Morgan Securities Inc. are serving as dealer managers
for the offer. In Canada, a soliciting dealer's fee will be paid by
Coeur as described in the offer to purchase. Wheaton River
shareholders can get more information about the offer by contacting
MacKenzie Partners, Inc., which is serving as information agent.
Coeur's tender offer is subject to customary conditions, including:
(i) the tender of at least 66 2/3% of the issued and outstanding
Wheaton River common shares; (ii) the approval by Coeur
shareholders of certain matters related to the transaction,
including the issuance of shares of New Coeur stock in the
transaction; (iii) receipt of all necessary regulatory approvals;
and (iv) the absence of any material adverse change relating to
Wheaton River. 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 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. Coeur's offer to purchase is being made to
Wheaton River shareholders only pursuant to tender offer material
as required by applicable law. This communication also is not a
solicitation of proxies from any securities holder of Coeur or
Wheaton River. Coeur has filed with the U.S. Securities and
Exchange Commission a Registration Statement on Form S-4 and a
Schedule TO and has filed the offer materials mailed to
shareholders of Wheaton River in Canada today with Canadian
securities regulators. Coeur also is filing a registration
statement on Form S-4 which contains a combined proxy
statement/prospectus relating to a special meeting of Coeur
shareholders to consider certain matters relating to the proposed
Coeur-Wheaton River combination and includes information regarding
the participants in the related proxy solicitation. YOU ARE URGED
TO READ THE REGISTRATION STATEMENT, THE SCHEDULE TO, THE OFFER AND
CIRCULAR MAILED TO CANADIAN SHAREHOLDERS AND ANY OTHER RELEVANT
DOCUMENTS, INCLUDING PROXY MATERIALS FILED WITH THE SEC AND
CANADIAN SECURITIES REGULATORY AUTHORITIES, BECAUSE THEY CONTAIN
IMPORTANT INFORMATION. You can obtain such materials, and any
amendments and supplements thereto, (as they become available)
without charge at the SEC's website, http://www.sec.gov/ (for
materials filed with the SEC) and on SEDAR, http://www.sedar.com/
(for materials filed with Canadian securities regulators). In
addition, you may obtain offer materials and any related proxy
statement/prospectus (as they become available) and the other
documents filed by Coeur with the SEC and the Canadian securities
regulators 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. (1) Assuming 568,220,638
Wheaton River common shares are outstanding as of May 27, 2004, the
date Coeur initially announced its proposal, and that holders of
all of those shares elect to receive cash, proration would result
in per share consideration of Cdn$1.00 in cash and 0.650 Coeur
shares, or a total of Cdn$4.27 per Wheaton River share based upon
closing stock prices on August 20, 2004 and a currency exchange
rate of Cdn$0.77 per US$. Contacts: James A. Sabala Chief Financial
Officer 208-769-8152 Mitchell J. Krebs Vice President Of Corporate
Development 773-255-9808 Tony Ebersole Investor Relations
800-523-1535 Judith Wilkinson / Matthew Sherman 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, or Tony Ebersole, Investor
Relations, 800-523-1535, all of Coeur d'Alene Mines Corporation;
Judith Wilkinson or Matthew Sherman of Joele Frank, Wilkinson
Brimmer Katcher, +1-212-355-4449; Dan Burch or Steve Balet of
MacKenzie Partners, Inc., +1-212-929-5500, all for Coeur d'Alene
Mines Corporation
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