Kirkland Lake Gold Ltd. (“
Kirkland Lake Gold”, the
“
Company” or “
KL”) (TSX:KL)
(NYSE:KL) (ASX:KLA) today announced that Glass, Lewis & Co.,
LLC (“
Glass Lewis”) has become the second leading
independent proxy advisory firm to recommend that the Company’s
shareholders vote
FOR the merger of equals (the
“
Merger”) with Agnico Eagle Mines Limited
(“
Agnico Eagle”) (TSX: AEM) (NYSE: AEM) by way of
a plan of arrangement (the “
Arrangement”). Glass
Lewis’ endorsement follows a favourable report from Institutional
Shareholder Services Inc. (“
ISS”), released last
week, which also recommended that shareholders vote
FOR the Merger with Agnico Eagle (see the Kirkland
Lake Gold press release dated November 10, 2021, entitled,
“Kirkland Lake Gold Reports Favourable Recommendation from ISS for
Merger of Equals with Agnico Eagle Mines Limited”).
On September 28, 2021, Kirkland Lake Gold and
Agnico Eagle entered into a merger agreement pursuant to which
Agnico Eagle will acquire all of the issued and outstanding common
shares of Kirkland Lake Gold on the basis of 0.7935 of an Agnico
Eagle common share for each Kirkland Lake Gold common share held.
Upon completion of the Arrangement, existing Kirkland Lake Gold and
Agnico Eagle shareholders are expected to own approximately 46% and
54% of the outstanding shares of the pro forma company,
respectively.
In reaching its recommendation, Glass Lewis noted:
“Taken collectively,
then, we believe there is adequate cause for investors to conclude
the proposed arrangement is a strategically compelling merger of
equals resulting from a lengthy and considered review yielding
scrip-for-scrip terms reasonably reflective of the relative
performance, resources and market value of the two firms
involved.”
Tony Makuch, President and CEO of Kirkland Lake
Gold, commented: “We are pleased that both of the leading proxy
advisory firms have now recommended shareholders vote
FOR the Merger with Agnico Eagle. We are
particularly encouraged that, in providing their favourable
recommendations, both Glass Lewis and ISS referenced the compelling
strategic rationale for the combination, which was a key factor in
our decision to merge. We are two companies that have low-cost,
high-margin operations in favourable jurisdictions; that are
committed to maintaining significant financial strength while also
investing for future growth and returning significant capital to
shareholders; and that share industry leadership in key areas such
as growing reserves, building per share value and ESG. The Merger
is the right strategic fit for our companies and our shareholders
and will create a new leader in the gold mining industry.”
KIRKLAND LAKE GOLD MEETING
Kirkland Lake Gold’s special meeting (the
“Meeting”) of shareholders in connection with the
Arrangement will be held online at 11:00 a.m. (Toronto time) on
November 26, 2021 in a virtual-only format, which will be conducted
via live webcast available online using the TSX Trust virtual
shareholder meeting platform at
https://virtual-meetings.tsxtrust.com/1231,
password “kirkland2021” (case sensitive). Kirkland Lake Gold
shareholders of record as of the close of business on October 13,
2021 will be eligible to vote at the Meeting.
THE DEADLINE TO VOTE YOUR SHARES IS
11:00 A.M. (TORONTO TIME) ON NOVEMBER 24, 2021
Shareholders who have questions or require
assistance voting their shares, should contact Kingsdale Advisors,
the Company’s strategic shareholder advisor and proxy solicitation
agent, by telephone at 1.877.659.1824 toll-free in North America
(+1.416.867.2272 for collect calls outside of North America) or by
e-mail at contactus@kingsdaleadvisors.com, or your
professional advisor.
The Company’s joint management information
circular outlines the benefits for Kirkland Lake Gold shareholders
and the risks related thereto and provides details about the
Arrangement, including details on how shareholders can vote their
Kirkland Lake Gold shares.
For a more detailed description of the
Arrangement, readers should review the Company’s joint management
information circular and visit
www.kl.gold/Agnico-Eagle–Kirkland-Lake-Gold-Merger.
ABOUT KIRKLAND LAKE GOLD
LTD.
Kirkland Lake Gold Ltd. Is a low-cost senior
gold producer operating in Canada and Australia that is targeting
1,300,000 – 1,400,000 ounces of production in 2021. The production
profile of Kirkland Lake Gold is anchored by three high-quality
operations, including the Macassa Mine and Detour Lake Mine, both
located in Northern Ontario, and the Fosterville Mine located in
the state of Victoria, Australia. Kirkland Lake Gold’s solid base
of quality assets is complemented by district scale exploration
potential, supported by a strong financial position, extensive
management expertise and an overriding commitment to safe,
responsible mining.
FOR FURTHER INFORMATION, PLEASE
CONTACT:
Anthony Makuch, President, Chief Executive
Officer & DirectorKirkland Lake Gold Ltd.Phone: +1
416-840-7884E-mail: tmakuch@kl.gold
Mark Utting, Senior Vice-President, Investor
RelationsKirkland Lake Gold Ltd.Phone: +1 416-840-7884E-mail:
mutting@kl.gold
Cautionary Note Regarding
Forward-Looking Information
This press release contains statements which
constitute “forward-looking information” within the meaning of
applicable securities laws, including statements regarding the
plans, intentions, beliefs and current expectations of Kirkland
Lake Gold with respect to future business activities and operating
performance. Forward-looking information is often identified by the
words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”,
“anticipate”, “believe”, “estimate”, “expect” or similar
expressions and include information regarding: (i) expectations
regarding timing of the Meeting, (ii) expectations regarding
whether the proposed Arrangement will be consummated, (iii)
expectations regarding the potential benefits and synergies of the
Arrangement, (iv) expectations regarding Kirkland Lake Gold’s
financial strength and capital markets profile following completion
of the Arrangement, (v) expectations regarding future exploration,
development and growth potential for Kirkland Lake Gold’s and
Agnico Eagle’s operations, and (vi) expectations for other
economic, business, and/or competitive factors.
Investors are cautioned that forward-looking
information is not based on historical facts but instead reflect
Kirkland Lake Gold’s management’s expectations, estimates or
projections concerning future results or events based on the
opinions, assumptions and estimates of management considered
reasonable at the date the statements are made. Although Kirkland
Lake Gold believes that the expectations reflected in such
forward-looking information are reasonable, such information
involves risks and uncertainties, and undue reliance should not be
placed on such information, as unknown or unpredictable factors
could have material adverse effects on future results, performance
or achievements of the combined company. Among the key factors that
could cause actual results to differ materially from those
projected in the forward-looking information are the following: the
ability to consummate the Arrangement; the ability to obtain
requisite court, regulatory and shareholder approvals and the
satisfaction of other conditions to the consummation of the
Arrangement on the proposed terms and schedule; the ability of
Kirkland Lake Gold and Agnico Eagle to successfully integrate their
respective operations and employees and realize synergies and cost
savings at the times, and to the extent, anticipated; the potential
impact of the Arrangement on exploration activities; the potential
impact of the announcement or consummation of the Arrangement on
relationships, including with regulatory bodies, employees,
suppliers, customers and competitors; the re-rating potential
following the consummation of the Arrangement; changes in general
economic, business and political conditions, including changes in
the financial markets; changes in applicable laws; compliance with
extensive government regulation; and the diversion of management
time on the Arrangement. This forward-looking information may be
affected by risks and uncertainties in the business of Kirkland
Lake Gold and market conditions. This information is qualified in
its entirety by cautionary statements and risk factor disclosure
contained in filings made by Kirkland Lake Gold with the Canadian
securities regulators, including Kirkland Lake Gold’s annual
information form, financial statements and related MD&A for the
financial year ended December 31, 2020, its interim financial
reports and related MD&A for the period ended September 30,
2021 and its management information circular dated October 29, 2021
filed with the securities regulatory authorities in certain
provinces of Canada and available at www.sedar.com.
Should one or more of these risks or
uncertainties materialize, or should assumptions underlying the
forward-looking information prove incorrect, actual results may
vary materially from those described herein as intended, planned,
anticipated, believed, estimated or expected. Although Kirkland
Lake Gold has attempted to identify important risks, uncertainties
and factors which could cause actual results to differ materially,
there may be others that cause results not to be as anticipated,
estimated or intended. Kirkland Lake Gold does not intend, and does
not assume any obligation, to update this forward-looking
information except as otherwise required by applicable law.
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