Coeur Fully Committed to Acquisition of Wheaton River
September 07 2004 - 8:38AM
PR Newswire (US)
Coeur Fully Committed to Acquisition of Wheaton River Parties
Negotiate Postponement of Silver Wheaton Closing COEUR d'ALENE,
Idaho, Sept. 7 /PRNewswire-FirstCall/ -- Coeur d'Alene Mines
Corporation (NYSE:CDE) is committed to the acquisition of Wheaton
River Minerals Ltd. (TSX: WRM, Amex: WHT) and will continue to
pursue its offer to purchase all of the outstanding common shares
of Wheaton River directly from Wheaton River shareholders. In
response to the Wheaton River Board's latest recommendation to the
company's shareholders, Dennis E. Wheeler, Chairman and Chief
Executive Officer of Coeur, stated, "We continue to receive support
for Coeur's offer from Wheaton River shareholders because of its
significant premium, substantial cash component and enhanced growth
platform. Accordingly, we have taken our offer directly to Wheaton
River shareholders. We remain committed to completing the
transaction so that we can begin to deliver the benefits of the
combination to shareholders of both Wheaton River and Coeur."
Coeur's offer provides Wheaton River shareholders with significant
value, including: * a premium of 38% over Wheaton River's closing
stock price on May 27, 2004, the date of Coeur's initial proposal;
* a premium of approximately 17% over Wheaton River's closing stock
price of Cdn$3.51 per share on September 3, 2004;(1) and * a
minimum of Cdn$1.00 per share in cash, representing over 24% of the
total offer consideration.(1) The combination of Coeur and Wheaton
River will provide significant strategic and financial benefits.
The combined company will be the world's leading primary silver
producer, a significant gold producer and the fourth largest
precious metals company in North America. The combined
Coeur-Wheaton River will have a solid growth platform with
significant development projects in both North and South America.
In addition, Coeur has one of the most experienced management teams
in the industry with over 400 years of collective experience in the
exploration, development and operation of mines around the world.
The combined company is expected to generate significant free cash
flow and will have a strong balance sheet and access to capital
markets to finance growth. The combined company will also be one of
the most liquid precious metals stocks in North America. On
September 3, 2004, Wheaton River agreed with Coeur to postpone the
closing of the Silver Wheaton transaction. Mr. Wheeler noted, "We
are pleased that the negotiations between the parties resulted in
the postponement of the closing of the Silver Wheaton transaction
until October 15. We have consistently said that it is in the best
interest of Wheaton River shareholders for Wheaton River to
postpone the closing of the Silver Wheaton transaction until after
the expiration of Coeur's offer. We are pleased that Wheaton
River's Board has now listened to its shareholders, and to Coeur,
and agreed to a postponement." Coeur has established September 30,
2004 as the deadline for receipt of shares to be deposited by
Wheaton River shareholders under the terms of the offer. A vote to
approve the transaction by Coeur shareholders will be held on
September 30, 2004 in Coeur d'Alene, Idaho. The transaction is
expected to close as soon as practicable after the acceptance of
the offer by Wheaton River shareholders and approval of the
transaction by Coeur shareholders. CIBC World Markets Inc. and J.P.
Morgan Securities Inc. are acting as dealer managers for the offer
Wheaton River shareholders can obtain more information about the
offer by contacting MacKenzie Partners, Inc., which is serving as
information agent, 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. 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 Canadian offer materials with
Canadian securities regulators. Coeur also has filed 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) 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. (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$4.09 per Wheaton River share
based upon closing stock prices on September 3, 2004 and a currency
exchange rate of Cdn$0.77 per US$. 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 Tony Ebersole, Investor Relations,
1-800-523-1535, all of 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, MacKenzie Partners, Inc.,
+1-212-929-5500, for Coeur d'Alene Mines Corporation
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