Canplats Board Determines That New Offer From Penmont Is a Superior Proposal
December 27 2009 - 11:52PM
Marketwired
Canplats Resources Corporation (TSX VENTURE: CPQ) ("Canplats" or
the "Company") announces that it has received a revised binding
proposal from Minera Penmont, S. de R.L. de C.V. ("Penmont") for
the acquisition by Penmont of all of the outstanding common shares
of Canplats by way of a plan of arrangement ("Revised Penmont
Proposal") which is financially superior to the terms of the
amended transaction with Goldcorp Inc. ("Goldcorp") announced on
December 24, 2009. The Board of Directors of Canplats (the
"Canplats Board") has determined, after receiving a recommendation
to such effect from its Special Committee and the advice of the
financial and legal advisors to the Company, that the proposed
agreement with Penmont under the Revised Penmont Proposal is a
"superior proposal" for the purposes of the Company's existing
business combination agreement with Goldcorp (the "Goldcorp
Agreement") and has provided notice of such determination to
Goldcorp. The consideration that would be received by Canplats
shareholders if the Revised Penmont Proposal was implemented
represents a premium of 100% to the 20-day volume weighted average
trading price of the Canplats common shares on the TSX Venture
Exchange prior to the announcement by Canplats on November 16, 2009
that it entered into the Goldcorp Agreement and a premium of 9% to
the value of the amended Goldcorp offer announced on December 24,
2009.
Under the revised transaction proposed by Penmont, Canplats
shareholders would receive, for each Canplats common share, C$4.60
in cash (instead of $4.20 in cash, as under Penmont's original
proposal announced on December 22, 2009, as matched by Goldcorp)
and shares of a new exploration company with a notional value of
C$0.20 for total consideration of C$4.80 per Canplats share. The
other terms of the Revised Penmont Proposal are as described in the
Company's news release dated December 22, 2009, except that the
proposed agreement with Penmont under such proposal includes an
increased break fee, payable to Penmont in certain circumstances,
of C$10.2 million, which is the same percentage of the value of the
Revised Penmont Proposal as the break fee payable to Goldcorp under
the amended transaction with Goldcorp.
Under the terms of the Goldcorp Agreement, Goldcorp has a period
of five business days expiring on Tuesday, January 5, 2010 (the
"Response Period") to offer to amend the terms of that
agreement.
If, within the Response Period, Goldcorp offers to amend the
Goldcorp Agreement such that the Canplats Board determines that the
revised proposed agreement with Penmont is no longer a superior
proposal, Canplats will be required to amend to the Goldcorp
Agreement and implement the amended agreement. In that
circumstance, no agreement will be entered into between Canplats
and Penmont with respect to the revised transaction proposed by
Penmont.
If, within the Response Period, Goldcorp does not offer to amend
the Goldcorp Agreement, or if the proposed Penmont transaction
continues to be superior to an amended transaction proposed by
Goldcorp, Canplats intends to pay Goldcorp the agreed termination
payment of C$9.3 million, terminate the Goldcorp Agreement and
enter into an agreement with Penmont to complete a transaction on
the revised terms proposed by it. In that event, the directors and
officers of Canplats will enter into lock-up agreements with
respect to the transaction with Penmont on substantially the same
terms as the agreements entered into with Goldcorp pursuant to
which, among other things, they will agree to vote their Canplats
common shares, options and warrants in favour of the revised
Penmont transaction at a meeting of securityholders of Canplats to
be called to consider such transaction.
Canplats will issue further news releases providing additional
information as developments warrant, including information with
respect to any changes to the meeting of securityholders of
Canplats currently scheduled for January 14, 2010.
Penmont, a company jointly owned by Fresnillo PLC ("Fresnillo")
and Newmont USA Limited, a subsidiary of Newmont Mining Corporation
("Newmont"), owns the operating La Herradura mine and the nearly
complete Soledad & Dipolos projects, both located in Sonora,
Mexico. Fresnillo, the world's largest primary silver producer and
Mexico's second largest gold producer, is listed on the London
Stock Exchange under the symbol "FRES". Newmont is one of the
world's largest gold producers with significant assets or
operations in the United States, Australia, Peru, Indonesia, Ghana,
Canada, New Zealand and Mexico. Its common shares are listed on the
New York Stock Exchange under the symbol "NEM".
To receive Canplats' news releases, contact Blaine Monaghan,
Director, Investor Relations, at info@canplats.com or (866)
338-0047.
Cautionary Note Regarding Forward-Looking Statements
Statements contained in this news release that are not
historical fact, such as statements regarding the economic
prospects of the company's projects, future plans or future
revenues, timing of development or potential expansion or
improvements, are forward-looking statements as that term is
defined in the Private Securities Litigation Reform Act of 1995 and
forward-looking information under the provisions of Canadian
securities laws (collectively, "forward-looking statements"). Such
forward-looking statements are subject to risks and uncertainties
which could cause actual results to differ materially from
estimated results. Such risks and uncertainties include, but are
not limited to, the company's ability to raise sufficient capital
to fund development, changes in economic conditions or financial
markets, changes in prices for the company's mineral products or
increases in input costs, litigation, legislative, environmental
and other judicial, regulatory, political and competitive
developments in Mexico, technological and operational difficulties
or inability to obtain permits encountered in connection with
exploration and development activities, labour relations matters,
and changing foreign exchange rates, all of which are described
more fully in the company's filings with the Securities and
Exchange Commission and on SEDAR. The company undertakes no
obligation to publicly update or otherwise revise any
forward-looking statements, whether as a result of new information,
future events or other factors, except as required by law. Readers
are cautioned not to place undue reliance on forward-looking
statements.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Contacts: Canplats Resources Corporation R.E. Gordon Davis
Chairman and C.E.O. Direct: (604) 629-8292 Canplats Resources
Corporation Bruce A. Youngman President and C.O.O. Direct:
(604)-629-8293 Canplats Resources Corporation Blaine Monaghan
Director, Investor Relations Direct: (604) 629-8294 or Toll-Free:
(866) 338-0047 info@canplats.com www.canplats.com G2 Consultants
Corporation (604) 742-9990 or NA Toll-Free: (866) 742-9990 (604)
742-9991 (FAX) canplats@g2consultants.com
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