Coeur Mails Proxy Materials to Coeur Shareholders in Connection With Proposed Acquisition of Wheaton River
September 01 2004 - 6:02PM
PR Newswire (US)
Coeur Mails Proxy Materials to Coeur Shareholders in Connection
With Proposed Acquisition of Wheaton River Special Meeting of
Shareholders to be Held September 30, 2004 to Approve Issuance of
Shares and Holding Company Reorganization COEUR D'ALENE, Idaho,
Sept. 1 /PRNewswire-FirstCall/ -- Coeur d'Alene Mines Corporation
(NYSE:CDE) announced that it has commenced mailing of its
definitive proxy materials to all Coeur shareholders of record as
of the close of business on August 2, 2004 in connection with a
special meeting of shareholders to be held at The Coeur d'Alene
Resort and Conference Center, Second Street and Front Avenue, Coeur
d'Alene, Idaho at 11:00 a.m., local time, on September 30, 2004. At
the special meeting, Coeur shareholders will be asked to vote on
the following matters in connection with the company's offer to
purchase all outstanding common shares of Wheaton River Minerals
Ltd. (TSX: WRM; Amex: WHT): * Proposal 1: A reorganization
transaction to create a holding company structure for Coeur and
Wheaton River; * Proposal 2: The issuance of shares of stock of the
Coeur holding company in the Wheaton River acquisition; * Proposal
3: A proposal authorizing the adjournment or postponement of the
special meeting to solicit additional votes to approve Proposals 1
and 2; and * Such other matters as may be properly brought before
the special meeting. Coeur's Board of Directors has unanimously
approved the holding company reorganization and the issuance of
shares of Coeur holding company stock in connection with the
proposed acquisition of Wheaton River and unanimously recommends
that Coeur shareholders vote in favor of Proposals 1, 2 and 3.
Dennis E. Wheeler, Chairman and Chief Executive Officer of Coeur,
stated, "At the special meeting, Coeur shareholders will have the
opportunity to approve steps that are necessary to complete our
acquisition of Wheaton River and thereby create one of North
America's leading precious metals companies. By combining with
Wheaton River, Coeur, already the world's leading primary silver
producer, will also become a significant gold producer and the
fourth largest precious metals company in North America. Wheaton
River has an exciting portfolio of mines and projects that will fit
well with our own. Together, we will have four growth projects that
will significantly add to the company's gold and silver production
in the near-term and provide a powerful platform for future
growth." Mr. Wheeler continued, "We expect this transaction to be
immediately accretive to Coeur shareholders on the basis of net
asset value, cash flow and earnings. We are fully committed to
completing our acquisition so that all shareholders can begin to
benefit from this compelling transaction." Strategic Benefits The
combination of Coeur and Wheaton River will transform Coeur into
North America's fourth largest precious metals company and a
significant gold producer. The combination will: * Reinforce
Coeur's status as the world's largest primary silver company by
immediately increasing Coeur's annual silver production by 50% to
22 million ounces, and to an estimated 35 million ounces by 2007; *
Transform Coeur into North America's fourth largest precious metals
company; * Be one of the fastest growing precious metals companies
with four attractive development projects; * Be immediately
accretive to Coeur's net asset value, earnings and cash flow per
share; * Be among the world's most liquid publicly-traded precious
metals mining companies with expected listings on both the NYSE and
TSX; and * Provide entry into Mexico, the world's leading silver
producing country. For information about how to vote, shareholders
can call the Company's proxy solicitor, MacKenzie Partners, Inc.,
by calling (800) 322-2885 (toll-free) or (212) 929-5500 (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
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, as amended. 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 with Canadian securities
regulators. Coeur also has filed a registration statement on Form
S-4 which contains a combined proxy statement/prospectus relating
to the special meeting of Coeur shareholders described in this
press release. 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
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
materials 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. 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, both of Coeur d'Alene Mines
Corporation; or Investor Relations - Tony Ebersole, 1-800-523-1535
for Coeur d'Alene Mines Corporation; or Judith Wilkinson, or
Matthew Sherman, both of Joele Frank, Wilkinson Brimmer Katcher,
+1-212-355-4449 for Coeur d'Alene Mines Corporation; or Dan Burch,
or Steve Balet for MacKenzie Partners, Inc., +1-212-929-5500 for
Coeur d'Alene Mines Corporation Web site: http://www.coeur.com/
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