Agnico-Eagle to increase the maximum cash consideration in its offer for Grayd Resource Corporation
October 18 2011 - 4:45AM
PR Newswire (Canada)
(All amounts expressed in Canadian dollars unless otherwise noted)
TORONTO, Oct. 20, 2011 /CNW/ - Agnico-Eagle Mines Limited
("Agnico-Eagle") and Grayd Resource Corporation ("Grayd") &
(OTCQX: GYDRF) jointly announced today that they have agreed to
amend the acquisition agreement dated September 19, 2011 and
Agnico-Eagle will amend the offer ("Offer") made by Agnico-Eagle
for all of the outstanding shares of Grayd dated October 13, 2011
to double the maximum amount of cash available under the Offer to
approximately $183 million. The maximum number of common
shares of Agnico-Eagle available for issuance under the Offer is
unchanged at approximately 2.7 million Agnico-Eagle shares (based
on the number of shares of Grayd outstanding on a fully-diluted
basis as at September 19, 2011). As a result of this amendment,
shareholders of Grayd who prefer cash consideration will be able to
receive a greater proportion of the offer price in cash. By
way of example, if all shareholders elect the cash option, each
shareholder would be entitled to receive approximately $1.87 in
cash and 0.01371 of an Agnico-Eagle share for each share
deposited. In these circumstances the cash portion would
represent approximately two-thirds of the total consideration under
the Offer (based on the value of the Offer on the date it was
announced). Shareholders still have the same entitlement
under the amended offer to elect to receive shares of Agnico-Eagle.
The board of directors of Grayd, upon the unanimous recommendation
of its Special Committee, has unanimously reconfirmed its
recommendation that Grayd shareholders tender their shares to the
Offer. A notice of change and variation will be mailed to
shareholders of Grayd and filed with the applicable securities
regulators shortly. The expiry time of the Offer remains
unchanged at 5:00 p.m. (Toronto time) on November 18, 2011, unless
the Offer is extended or withdrawn. The depositary for the Offer is
Computershare Trust Company of Canada (the "Depositary") and the
information agent for the Offer is Kingsdale Shareholder Services
Inc. (the "Information Agent"). Questions and requests for
assistance, including assistance with respect to tendering your
Grayd shares to the Offer, or requests for additional copies of the
Offer documents, may be directed to the Depositary at
1-800-564-6253 corporateactions@computershare.com or the
Information Agent at 1-800-749-9197
contactus@kingsdaleshareholder.com. About Agnico-Eagle Agnico-Eagle
is a long established, Canadian headquartered gold producer with
operations located in Canada, Finland and Mexico and exploration
and development activities in Canada, Finland, Mexico and the
United States. Agnico-Eagle has full exposure to higher gold
prices consistent with its policy of no forward gold sales and
maintains a corporate strategy based on increasing shareholders'
exposure to gold on a per share basis. It has paid a cash
dividend for 29 consecutive years. About Grayd Grayd is a
growth-oriented junior natural resource company focused primarily
on exploring and developing a large land position in Mexico which
is highly prospective for gold and silver mineralization. U.S.
Shareholders This news release does not constitute an offer to
purchase or sell or a solicitation of an offer to sell or purchase
shares of Grayd or Agnico-Eagle made to any person in the United
States of America, its possessions and other areas subject to its
jurisdiction or to, or for the account or benefit of, a U.S. person
(as defined in Regulation S under the United States Securities Act
of 1933, as amended). On October 13, 2011, Agnico-Eagle filed with
the United States Securities and Exchange Commission (the "SEC") a
Registration Statement on Form F-80, which includes the Offer and
take-over bid circular and other Offer documents.
Agnico-Eagle will be filing with the SEC an amendment to the Form
F-80 containing the notice of change and variation shortly.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DISCLOSURE
DOCUMENTS FILED BY AGNICO-EAGLE FROM TIME TO TIME WITH THE SEC
REGARDING THE PROPOSED TRANSACTION BECAUSE THEY CONTAIN IMPORTANT
INFORMATION. The Offer and take-over bid circular have been
sent to shareholders of Grayd and the notice of change and
variation will be sent to shareholders of Grayd shortly.
Investors may also obtain a free copy of the Offer documents filed
by Agnico-Eagle from time to time with the SEC at the SEC's website
at www.sec.gov. INVESTORS AND SECURITY HOLDERS SHOULD READ
THE OFFER DOCUMENTS CAREFULLY BEFORE MAKING A DECISION CONCERNING
THE OFFER. Forward-looking statements The information in this news
release has been prepared as at October 20, 2011. Certain
statements contained in this news release constitute
"forward-looking statements" within the meaning of the United
States Private Securities Litigation Reform Act of 1995 and
"forward looking information" under the provisions of Canadian
provincial securities laws and are referred to herein as
"forward-looking statements". When used in this document,
words such as "will", "if", "would" and similar expressions are
intended to identify forward-looking statements or information.
Such statements and information include without limitation
statements regarding the amount of cash consideration available to
cash-electing shareholders of Grayd, the consideration entitlement
of each shareholder of Grayd if all shareholders elect the cash
option, and the mailing and filing of a notice of change and
variation by Agnico-Eagle. This forward-looking information is
subject to numerous risks, uncertainties and assumptions, certain
of which are beyond the control of Grayd and/or Agnico-Eagle,
including risks relating to acquisitions, including, without
limitation, the parties may be unable to complete the acquisition
or completing the acquisition may be more costly than expected
because, among other reasons, conditions to the closing of the
acquisition may not be satisfied; problems may arise with the
ability to successfully integrate the businesses of Agnico-Eagle
and Grayd; the parties may be unable to obtain regulatory approvals
required for the acquisition; Agnico-Eagle may not be able to
achieve the benefits from the acquisition or it may take longer
than expected to achieve those benefits; and the acquisition may
involve unexpected costs or unexpected liabilities. Other
risks include the impact of general economic conditions; industry
conditions; volatility of metals prices; volatility of commodity
prices; currency fluctuations; mining risks; risks associated with
foreign operations; governmental and environmental regulation;
competition from other industry participants; the lack of
availability of qualified personnel or management; stock market
volatility; the ability of Agnico-Eagle to complete or successfully
integrate an announced acquisition proposal; unexpected costs or
unexpected liabilities related to the acquisition; and failure to
obtain required regulatory approvals, including stock exchange
approvals. Readers are cautioned that the material
assumptions used in the preparation of such information, although
considered reasonable at the time of preparation, may prove to be
imprecise. Actual results, performance or achievement could
differ materially from those expressed in, or implied by, this
forward-looking information and, accordingly, no assurance can be
given that any of the events anticipated by the forward-looking
information will transpire or occur, or if any of them do so, what
benefits that Grayd and/or Agnico-Eagle will derive
therefrom. Agnico-Eagle and Grayd disclaim any intention or
obligation to update or revise any forward-looking information,
whether as a result of new information, future events or otherwise
except as required by applicable securities laws. Neither the
TSX Venture Exchange nor its Regulation Services Provider (as that
term is defined in the policies of the TSX Venture Exchange)
accepts any responsibility for the adequacy or accuracy of this
release. Grayd Resource Corporation CONTACT: For further
information regarding Agnico-Eagle, contact InvestorRelations at
info@agnico-eagle.com, call (416) 947-1212 or visitAgnico-Eagle's
website at www.agnico-eagle.com. For furtherinformation regarding
the Offer, contact the Information Agent at1-800-749-9197
contactus@kingsdaleshareholder.com.For further information
regarding Grayd, contact Marc A. Prefontaine,President and CEO of
Grayd or Daniel G. McIntyre, Manager CorporateCommunications of
Grayd at (604) 681-7446 or www.grayd.com.
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