Canplats Board Determines That Goldcorp Amending Offer Matches Revised Penmont Proposal
December 29 2009 - 8:31PM
Marketwired
Canplats Resources Corporation (TSX VENTURE: CPQ) ("Canplats" or
the "Company") announces that it has received an offer from
Goldcorp Inc. ("Goldcorp") to match the revised 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
which was announced on December 27, 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
acceptance by the Company of Goldcorp's offer to amend the terms of
the business combination agreement between Canplats and Goldcorp
originally announced on November 16, 2009, as amended to reflect
Goldcorp's matching of the first proposal from Penmont (the
"Goldcorp Agreement"), would result in the revised Penmont proposal
not being a "superior proposal" for the purposes of the Goldcorp
Agreement. Accordingly, Canplats has entered into an amended
agreement with Goldcorp reflecting such terms.
Under the amended transaction with Goldcorp, Canplats
shareholders would receive, for each Canplats common share, C$4.60
in cash and shares of a new exploration company with a notional
value of C$0.20. The new exploration company would hold C$10
million in cash and Canplats' Rodeo, El Rincon, Mecatona, Maijoma
and El Alamo Properties. The terms of the amended transaction with
Goldcorp are substantially the same as those under the revised
Penmont proposal. The amended agreement with Goldcorp includes a
break fee, payable to Goldcorp in certain circumstances, of C$10.2
million, which is the same as the break fee under the revised
Penmont proposal.
The Canplats Board has reaffirmed its recommendation that
securityholders of the Company vote in favour of approving the plan
of arrangement contemplated by the amended transaction with
Goldcorp.
Under the terms of its amended agreement with Goldcorp, Canplats
is required to apply to the British Columbia Supreme Court for an
amendment to the interim order to adjourn the meeting of Canplats
securityholders called to consider the transaction with Goldcorp
currently scheduled for January 14, 2010.
Canplats will issue further news releases providing additional
information as developments warrant, including information with
respect to the date of the adjourned meeting of securityholders of
Canplats to consider the amended transaction with Goldcorp.
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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